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November 6, 2019
David Kuo
General Counsel and Corporate Secretary
Applied Optoelectronics, Inc.
13139 Jess Pirtle Blvd.
Sugar Land, TX 77478
Re: Applied Optoelectronics, Inc.
Registration Statement on Form S-3
Filed October 24, 2019
File No. 333-234310
Dear Mr. Kuo:
We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed October 24, 2019
Description of Capital Stock
Choice of Forum, page 11
1. We note that your forum selection provision identifies the Court of
Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any
"derivative
action." Please disclose whether this provision applies to actions
arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27
of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all
suits brought to enforce any duty or liability created by the Securities
Act or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
David Kuo
Applied Optoelectronics, Inc.
November 6, 2019
Page 2
your prospectus to state that there is uncertainty as to whether a
court would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder. If this provision applies to the
Securities Act, please
revise your prospectus to include related risk factor disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Asia Timmons-Pierce (Special Counsel) at 202-551-3754 or
Jay Ingram
(Legal Branch Chief) at 202-551-3397 with any other questions.
FirstName LastNameDavid Kuo Sincerely,
Comapany NameApplied Optoelectronics, Inc.
Division of
Corporation Finance
November 6, 2019 Page 2 Office of
Manufacturing
FirstName LastName