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SEC Comment Letter for UNIFIRST CORP (UNF) (CIK 0000717954) (UNF) — Apr 29, 2009

UNIFIRST CORP (UNF) (CIK 0000717954)
Date: April 29, 2009 · CIK: 0000717954 · Accession: 0000000000-09-022693

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File numbers found in text: 000-08504

Referenced dates: April 13, 2009, April 27, 2009

Date
April 29, 2009
Author
Larry Spigel
Form
UPLOAD
Company
UNIFIRST CORP (UNF) (CIK 0000717954)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

DIVISION OF CORPORATION FINANCE

Mail Stop 3720 April 29, 2009 Ronald D. Croatti President and Chief Executive Officer Unifirst Corporation 68 Jonspin Road Wilmington, MA 01887 Facsimile: (978) 657-5663 Re: Unifirst Corporation Form 10-K for Fiscal Year Ended August 30, 2008 Filed November 13, 2008 File No. 000-08504 Dear Mr. Croatti:

We have reviewed your response letter dated April 27, 2009 and have the following comments. Please address the following comment in future filings. If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary. Please be as detailed as necessary in your explanation. We welcome any questions you may have about our comments or on a ny other aspect of our review. Feel free to call us at the tele phone numbers listed at th e end of th is letter.

Definitive Proxy Statement Incorporated by Reference Into Part III

Compensation Discussion and Analysis

1. We have reviewed your response to comm ent one in our letter dated April 13, 2009. We do not agree that you would be entitled to omit disclosure of material earnings per share and revenue targets in connection with cash incentive bonuses for your most recent fiscal year based on competitive harm in accordance with Instruction 4 to Regulation S-K Item 402( b). We especially note that such disclosure, if material, would come seve ral months after the period for which the target covered. The targets are only for the most recently completed fiscal year and are directly comparable to the histor ical results for that year. Therefore, disclosure of your targeted earnings per share in December af ter disclosure has been made for your actual earnings per share for the year and the amounts of any cash incentive bonus payouts to your named executive officers should not provide competitors with any greater advantage in deciphering the company’s long term competitive strategy. We also note th at the insight into the company’s

Mr. Ronald D. Croatti Unifirst Corporation April 29, 2009 Page 2

understanding of the size of its future revenues that the targets would provide your competitors is arguably required disclosure under Management’s Discussion and Analysis of Financial Condition. See SEC Release 33-6835 (May 18, 1989) (discussion of required prospective, trend information). In future filings, please disclose these targets to the extent th ey become material elements of your executive compensation policies or decisions.

* * * * Please respond to these comments through correspondence ov er EDGAR within 10 business days or tell us when you will provid e us with a response. Please furnish a letter that keys your respons es to our comments and provide s any requested information. Detailed letters greatly faci litate our review. Please understand that we may have additional comments after reviewin g your responses to our comments.

Please contact John Harrington, Staff Attorn ey, at (202) 551-3576, or me, at (202) 551-3810, with any other questions. S i n c e r e l y , / s / L a r r y S p i r g e l A s s i s t a n t D i r e c t o r

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720         April 29, 2009  Ronald D. Croatti President and Chief Executive Officer Unifirst Corporation 68 Jonspin Road Wilmington, MA 01887 Facsimile: (978) 657-5663
 Re: Unifirst Corporation
  Form 10-K for Fiscal Year Ended August 30, 2008
  Filed November 13, 2008   File No. 000-08504
Dear Mr. Croatti:

We have reviewed your response letter dated April 27, 2009 and have the
following comments.  Please address the following comment in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.
We welcome any questions you may have about our comments or on a ny other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.

Definitive Proxy Statement Incorporated by Reference Into Part III

Compensation Discussion and Analysis

1. We have reviewed your response to comm ent one in our letter dated April 13,
2009.  We do not agree that you would be entitled to omit disclosure of material
earnings per share and revenue targets in  connection with cash incentive bonuses
for your most recent fiscal year based on competitive harm in accordance with Instruction 4 to Regulation S-K Item 402( b).  We especially note that such
disclosure, if material, would come seve ral months after the period for which the
target covered.  The targets are only for the most recently completed fiscal year
and are directly comparable to the histor ical results for that year.  Therefore,
disclosure of your targeted earnings per share in December af ter disclosure has
been made for your actual earnings per share for the year and the amounts of any
cash incentive bonus payouts to your named executive officers should not provide competitors with any greater advantage in deciphering the company’s long term competitive strategy.  We also note th at the insight into the company’s

Mr. Ronald D. Croatti
Unifirst Corporation
April 29, 2009
Page 2

understanding of the size of its future revenues that the targets would provide
your competitors is arguably required disclosure under Management’s Discussion
and Analysis of Financial Condition.  See SEC Release 33-6835 (May 18, 1989)
(discussion of required prospective, trend information).   In future filings, please
disclose these targets to the extent th ey become material elements of your
executive compensation policies or decisions.

*    *    *    *
 Please respond to these comments through correspondence ov er EDGAR within
10 business days or tell us when you will provid e us with a response.  Please furnish a
letter that keys your respons es to our comments and provide s any requested information.
Detailed letters greatly faci litate our review.  Please understand that we may have
additional comments after reviewin g your responses to our comments.

Please contact John Harrington, Staff Attorn ey, at (202) 551-3576, or me, at (202)
551-3810, with any other questions.         S i n c e r e l y ,            / s /  L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r