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SEC Comment Letter for LSI INDUSTRIES INC (LYTS) (CIK 0000763532) (LYTS) — Nov 17, 2010

LSI INDUSTRIES INC (LYTS) (CIK 0000763532)
Date: Nov. 17, 2010 · CIK: 0000763532 · Accession: 0000000000-10-068609

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File numbers found in text: 000-13375

Date
November 17, 2010
Author
A s s i s t a n t D i r e c t o r
Form
UPLOAD
Company
LSI INDUSTRIES INC (LYTS) (CIK 0000763532)

Letter

November 17, 2010 Mr. Robert J. Ready Chairman of the Board and Chief Executive Officer LSI Industries Inc. 10000 Alliance Road Cincinnati, Ohio 45242 Re: LSI Industries Inc. Form 10-K for Fiscal Year Ended June 30, 2010 Filed September 8, 2010 Definitive Proxy Statement Filed October 1, 2010 File No. 000-13375 Dear Mr. Ready: We have reviewed your filing and have the following 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 within ten business days and indicate that you will comply with our comments in future filings. Confirm in writing that you will do so and also explain to us how you intend to comply. If you do not believe our comments apply to your facts and circumstances or do not believe complia nce in future disclosure is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 10-K for the Year Ended June 30, 2010

Exhibits and Financial Statement Schedules, page 19

1. We note that you generated 17% of your revenu es in fiscal 2010 from a project with 7-Eleven. Please disclose the material term s, and file as exhibits, your contracts or agreements with 7-Eleven. See It em 601(b)(10) of Regulation S-K.

Mr. Robert J. Ready LSI Industries Inc. November 17, 2010 Page 2 Definitive Proxy Statement

Principal Shareholders, page 2

2. Please also tell us why you aggregate the securities holdings of Messrs. Miller, Feeney and Kelly and report those holdings as a group in your Principal Shareholders and Directors and Execu tive Officers tables. Executive Compensation, page 12

Annual Cash Incentives, page 16

3. To the extent that performance goals you se t going-forward include numerical targets, please disclose these targets. In additi on, please disclose all material personal and company goals considered in determining annual cash incentive awards. See Item 402(b)(2)(v) of Regulation S-K.

Summary Compensation Table, page 20

4. In your response letter, please provide your analysis as to why you report your cash incentive awards in the Bonus column of your Summary Compensation Table, instead of reporting such awards in the Non-Equity Incentive Plan Compensation column. See Item 402(c)(2)(vii ) of Regulation S-K, and Ques tion 119.02 of the Compliance & Disclosure Interpretations (last update d September 17, 2010), available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

Corporate Governance, page 27

5. Please also tell us how Mr. Gary P. Krei der meets the board independence standards set forth by NASDAQ rules.

In responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filing; • 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.

Mr. Robert J. Ready LSI Industries Inc. November 17, 2010 Page 3 You may contact Joseph Ca scarano, Staff Accountant, at 202-551-3376 or Ivette Leon, Assistant Chief Accountant, at 202- 551-3351 if you have questions regarding comments on the financial statements and related matters. Please contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions.

Sincerely,
/s/ Robert Bartelmes for
Larry Spirgel
A s s i s t a n t D i r e c t o r

Show Raw Text
November 17, 2010
 Mr. Robert J. Ready Chairman of the Board and Chief Executive Officer
LSI Industries Inc.
10000 Alliance Road Cincinnati, Ohio 45242
Re: LSI Industries Inc.
Form 10-K for Fiscal Year Ended June 30, 2010 Filed September 8, 2010 Definitive Proxy Statement Filed October 1, 2010 File No. 000-13375
 Dear Mr. Ready:
 We have reviewed your filing and have the following 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 within ten business days and indicate that you will
comply with our comments in future filings.  Confirm in writing that you will do so and also
explain to us how you intend to comply.  If  you do not believe our comments apply to your
facts and circumstances or do not believe complia nce in future disclosure is appropriate,
please tell us why in your response.
   After reviewing the information you provide  in response to these comments, we may
have additional comments.             Form 10-K for the Year Ended June 30, 2010

Exhibits and Financial Statement Schedules, page 19

1. We note that you generated 17% of your revenu es in fiscal 2010 from a project with
7-Eleven.  Please disclose the material term s, and file as exhibits, your contracts or
agreements with 7-Eleven.  See It em 601(b)(10) of Regulation S-K.

Mr. Robert J. Ready
LSI Industries Inc. November 17, 2010 Page 2  Definitive Proxy Statement

 Principal Shareholders, page 2

2. Please also tell us why you aggregate the securities holdings of Messrs. Miller,
Feeney and Kelly and report those holdings as a group in your Principal Shareholders
and Directors and Execu tive Officers tables.
 Executive Compensation, page 12

 Annual Cash Incentives, page 16

3. To the extent that performance goals you se t going-forward include numerical targets,
please disclose these targets.  In additi on, please disclose all material personal and
company goals considered in determining annual cash incentive awards.  See Item 402(b)(2)(v) of Regulation S-K.

Summary Compensation Table, page 20

4. In your response letter,  please provide your analysis as to why you report your cash
incentive awards in the Bonus column of your Summary Compensation Table, instead
of reporting such awards in  the Non-Equity Incentive Plan Compensation column.
See Item 402(c)(2)(vii ) of Regulation S-K, and Ques tion 119.02 of the Compliance &
Disclosure Interpretations (last update d September 17, 2010), available on our
website at  http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

Corporate Governance, page 27

5. Please also tell us how Mr. Gary P. Krei der meets the board independence standards
set forth by NASDAQ rules.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• 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.

Mr. Robert J. Ready
LSI Industries Inc. November 17, 2010 Page 3
You may contact Joseph Ca scarano, Staff Accountant, at 202-551-3376 or Ivette
Leon, Assistant Chief Accountant, at 202- 551-3351 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions.

Sincerely,
     /s/ Robert Bartelmes for
                                                               Larry Spirgel
        A s s i s t a n t  D i r e c t o r