SEC Comment Letter for Distribution Solutions Group, Inc. (DSGR) (CIK 0000703604) (DSGR) — Jul 25, 2006
Distribution Solutions Group, Inc. (DSGR) (CIK 0000703604)
Date: July 25, 2006 · CIK: 0000703604 · Accession: 0000000000-06-034844
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE Mail Stop 7010 July 18, 2006 Mr. Robert J. Washlow Chief Executive Officer Lawson Products, Inc. 1666 East Touhy Avenue Des Plaines, IL 60018
RE: Form 10-K for the Fiscal Year Ended December 31, 2005 Form 10-Q for the Fiscal Quarter Ended March 31, 2006 File No. 0-10546
Dear Mr. Washlow:
We have limited our review of your filing to the issue we have addressed in our comment. Where indicated, we think you should re vise future filings in response to this comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation.
Please understand that the purpose of our re view process is to assist you in your compliance with applicable disclosure requirements and to enhance the overall disclosures in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Robert J. Washlow Lawson Products, Inc. July 18, 2006 Page 2 Form 10-Q for the Fiscal Quarter Ended March 31, 2006
Notes to Financial Statements
You disclosed in your Form 10-K for the fiscal year ended December 31, 2005, that the Federal Bureau of I nvestigation executed a search warrant for certain records at your offices and informed you that they were conducting an investigation as to whether any of your representatives improperly provided gifts or aw ards to purchasing agents (including government purchasi ng agents) through your custom er loyalty programs. You further disclosed that, as part of an internal investigation, you termin ated certain customer loyalty programs and suspended others, pending further review and analysis. In future filings, please include a reasonably detailed de scription of your internal investigation, including the reasons why certain customer loyalty programs were terminated, and update the status of your review of the customer loyalty programs that were suspended. In addition, please revise future fi lings to disclose and, if applic able, update the status of the FBI investigation and its potential impact. Please ensure that your disclosures comply with paragraphs nine and ten of SFAS 5 and Rule 10-01(a)(5) of Regulation S-X.
* * * *
Please respond to this comment within 10 business days, or tell us when you will provide us with a response. Please file your supplemental response on EDGAR as a correspondence file. Please understand that we may have additional comments after reviewing your response to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed to be cer tain that they have provided all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Mr. Robert J. Washlow Lawson Products, Inc. July 18, 2006 Page 3 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in their filings; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
If you have any questions regarding this co mment, please direct them to Meagan Caldwell, Staff Accountant, at (202) 551-3754 in her absen ce, Anne McConnell, Staff Accountant, at (202) 551-3709.
S i n c e r e l y ,
John Cash A c c o u n t i n g B r a n c h C h i e f
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
July 18, 2006
Mr. Robert J. Washlow
Chief Executive Officer
Lawson Products, Inc.
1666 East Touhy Avenue
Des Plaines, IL 60018
RE: Form 10-K for the Fiscal Year Ended December 31, 2005
Form 10-Q for the Fiscal Quarter Ended March 31, 2006
File No. 0-10546
Dear Mr. Washlow:
We have limited our review of your filing to the issue we have addressed in our
comment. Where indicated, we think you should re vise future filings in response to this
comment. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your
explanation.
Please understand that the purpose of our re view process is to assist you in your
compliance with applicable disclosure requirements and to enhance the overall
disclosures in your filings. We look forward to working with you in these respects. We
welcome any questions you may have about our comment or on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Robert J. Washlow
Lawson Products, Inc.
July 18, 2006 Page 2
Form 10-Q for the Fiscal Quarter Ended March 31, 2006
Notes to Financial Statements
You disclosed in your Form 10-K for the fiscal year ended December 31, 2005,
that the Federal Bureau of I nvestigation executed a search warrant for certain records at
your offices and informed you that they were conducting an investigation as to whether
any of your representatives improperly provided gifts or aw ards to purchasing agents
(including government purchasi ng agents) through your custom er loyalty programs. You
further disclosed that, as part of an internal investigation, you termin ated certain customer
loyalty programs and suspended others, pending further review and analysis. In future
filings, please include a reasonably detailed de scription of your internal investigation,
including the reasons why certain customer loyalty programs were terminated, and update
the status of your review of the customer loyalty programs that were suspended. In
addition, please revise future fi lings to disclose and, if applic able, update the status of the
FBI investigation and its potential impact. Please ensure that your disclosures comply
with paragraphs nine and ten of SFAS 5 and Rule 10-01(a)(5) of Regulation S-X.
* * * *
Please respond to this comment within 10 business days, or tell us when you will
provide us with a response. Please file your supplemental response on EDGAR as a
correspondence file. Please understand that we may have additional comments after reviewing your response to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed to be cer tain that they have provided all information
required under the Securities Exchange Act of 1934 and that they have provided all
information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Mr. Robert J. Washlow
Lawson Products, Inc.
July 18, 2006 Page 3
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions regarding this co mment, please direct them to Meagan
Caldwell, Staff Accountant, at (202) 551-3754 in her absen ce, Anne McConnell, Staff
Accountant, at (202) 551-3709.
S i n c e r e l y ,
John Cash
A c c o u n t i n g B r a n c h C h i e f