SEC Comment Letter for Distribution Solutions Group, Inc. (DSGR) (CIK 0000703604) (DSGR) — Apr 25, 2008
Distribution Solutions Group, Inc. (DSGR) (CIK 0000703604)
Date: April 25, 2008 · CIK: 0000703604 · Accession: 0000000000-08-021383
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010
DIVISION OF CORPORATION FINANCE
Mail Stop 7010 April 25, 2008 Mr. Scott F. Stephens Chief Financial Officer Lawson Products, Inc. 1666 East Touhy Avenue Des Plaines, Illinois 60018 Re: Lawson Products, Inc. Form 10-K for the Fiscal Year Ended December 31, 2007 Filed March 12, 2008 File No. 0-10546 Definitive Proxy Statement on Schedule 14A Filed April 21, 2008 File No. 0-10546 Dear Mr. Stephens: We have reviewed the above referenced filings and have the following comments. Please note that we have conducted a legal review only. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith supplemental information so we may better understand your disclosure. After review ing this information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Definitive Proxy Statement on Schedule 14A
Proposal 1: Election of Directors, page 1
1. In future filings, please describe the business experience for all directors or director-nominees, including each person’s principal occupations and employment during the past five years and the names and principal business of
Mr. Scott F. Stephens Lawson Products, Inc. February 29, 2008 Page 2 any corporation or other organization in which such occupations and employment were carried on.
Compensation Discussion and Analysis, page 9
2. In future filings, please disclose how each compensation element and decisions regarding that element affect decisions regarding other compensation elements. See Item 402(b)(1)(vi) of Regulation S-K.
3. In future filings, please disclose whether discretion can be or has been exercised when making awards pursuant to your Annual Incentive Plan and your Current Long Term Incentive Plan to either aw ard compensation in the absence of attaining all relevant performance goals or to reduce or increase the size of any award. See Item 402(b)(2)(vi) of Regulation S-K. 4. In future filings, please describe the individual performance goals and the elements of executive officer performance that are taken into account when making awards pursuant to your Annual Incentive Plan. See Item 402(b)(2)(vii) of Regulation S-K. We note the disc losure regarding your CEO on page 16. Please identify and quantify the four individual performance objectives.
5. In future filings, please disclose your policies regarding the adjustment or recovery of awards if the relevant performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of the awards. See Item 402(b)(2)(viii) of Regulation S-K. Corporate AIP Objective, page 12
6. The information in the firs t paragraph and the bullets is confus ing. In future filings, please make clear what metric you use for profitability to determine performance. Please explain more clearly what you are excluding from the line items you cite. Do you exclude the items in the bullet points from your profitability metric to arrive at performance targets? If so, please state this. Otherwise, explain what exactly what you are trying to relay to investors.
7. In addition, it is not clear whether the AIP was funded since you met the threshold level. Please explain why no discretionary bonus amounts were paid last year if the threshold was met.
Certain Relationships and Re lated Transactions, page 32
8. In future filings, please disclose whethe r your related party transactions policies and procedures are in writing and, if not , how such policies and procedures are evidenced. See Item 404(b)(1)(iv) of Regulation S-K.
Mr. Scott F. Stephens Lawson Products, Inc. February 29, 2008 Page 3 * * * *
Please respond to these comments with in 10 business days, or tell us when you will provide us with a response. Please pr ovide us with a supplemental response letter that keys your responses to our comment s and provides any requested supplemental information. Detailed letters greatly facilitate our review. Please file your supplemental response on EDGAR as a correspondence file . Please understand that we may have additional comments after reviewin g your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the company and its management are in possession of all facts relating to a company’s disclosure , they are responsible for the accuracy and adequacy of the disclosures they have made. 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement 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. Please contact Jessica Kane at (202) 551-3235 or me at (202) 551-3767 with any other questions. Sincerely, Jennifer Hardy Branch Chief
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010 April 25, 2008 Mr. Scott F. Stephens Chief Financial Officer Lawson Products, Inc. 1666 East Touhy Avenue Des Plaines, Illinois 60018
Re: Lawson Products, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007
Filed March 12, 2008 File No. 0-10546 Definitive Proxy Statement on Schedule 14A Filed April 21, 2008 File No. 0-10546
Dear Mr. Stephens:
We have reviewed the above referenced filings and have the following comments.
Please note that we have conducted a legal review only. Where indicated, we think you
should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure. After review ing this information, we may or may not
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Definitive Proxy Statement on Schedule 14A
Proposal 1: Election of Directors, page 1
1. In future filings, please describe the business experience for all directors or
director-nominees, including each person’s principal occupations and employment during the past five years and the names and principal business of
Mr. Scott F. Stephens
Lawson Products, Inc. February 29, 2008
Page 2
any corporation or other organization in which such occupations and employment were carried on.
Compensation Discussion and Analysis, page 9
2. In future filings, please disclose how each compensation element and decisions
regarding that element affect decisions regarding other compensation elements.
See Item 402(b)(1)(vi) of Regulation S-K.
3. In future filings, please disclose whether discretion can be or has been exercised
when making awards pursuant to your Annual Incentive Plan and your Current
Long Term Incentive Plan to either aw ard compensation in the absence of
attaining all relevant performance goals or to reduce or increase the size of any
award. See Item 402(b)(2)(vi) of Regulation S-K.
4. In future filings, please describe the individual performance goals and the
elements of executive officer performance that are taken into account when making awards pursuant to your Annual Incentive Plan. See
Item 402(b)(2)(vii)
of Regulation S-K. We note the disc losure regarding your CEO on page 16.
Please identify and quantify the four individual performance objectives.
5. In future filings, please disclose your policies regarding the adjustment or
recovery of awards if the relevant performance measures upon which they are
based are restated or otherwise adjusted in a manner that would reduce the size of
the awards. See Item 402(b)(2)(viii) of Regulation S-K.
Corporate AIP Objective, page 12
6. The information in the firs t paragraph and the bullets is confus ing. In future
filings, please make clear what metric you use for profitability to determine
performance. Please explain more clearly what you are excluding from the line items you cite. Do you exclude the items in the bullet points from your profitability metric to arrive at performance targets? If so, please state this. Otherwise, explain what exactly what you are trying to relay to investors.
7. In addition, it is not clear whether the AIP was funded since you met the threshold
level. Please explain why no discretionary bonus amounts were paid last year if
the threshold was met.
Certain Relationships and Re lated Transactions, page 32
8. In future filings, please disclose whethe r your related party transactions policies
and procedures are in writing and, if not , how such policies and procedures are
evidenced. See Item 404(b)(1)(iv) of Regulation S-K.
Mr. Scott F. Stephens
Lawson Products, Inc. February 29, 2008 Page 3
* * * *
Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response. Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information. Detailed letters greatly facilitate our review. Please file your supplemental
response on EDGAR as a correspondence file . Please understand that we may have
additional comments after reviewin g your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all
information investors require. Since the company and its management are in possession of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made. 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement 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.
Please contact Jessica Kane at (202) 551-3235 or me at (202) 551-3767 with any
other questions.
Sincerely, Jennifer Hardy Branch Chief