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SEC Company Response from LSI INDUSTRIES INC (LYTS) (CIK 0000763532) (LYTS) — Nov 16, 2006

LSI INDUSTRIES INC (LYTS) (CIK 0000763532)
Date: Nov. 16, 2006 · CIK: 0000763532 · Accession: 0000892251-06-000698

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File numbers found in text: 333-137675

Referenced dates: November 14, 2006, October 19, 2006

Date
Nov. 16, 2006
Author
KEATING
Form
CORRESP
Company
LSI INDUSTRIES INC (LYTS) (CIK 0000763532)

Letter

Via EDGAR and Facsimile (202) 772-9218 Division of Corporation Finance Re:LSI Industries Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed October 27, 2006 File No. 333-137675 (the “Registration Statement”)

Dear Ms. Fisher:

On behalf of LSI Industries Inc., we are responding to the Staff’s comments to the Registration Statement contained in the letter dated November 14, 2006. The Company has today filed Amendment No. 2 to the Registration Statement.

1.

We reissue prior comment 2 to our letter dated October 19, 2006 in part. Rule 430(B)(b) in general permits you only to omit information that is unknown or not reasonably available, the identities of selling securityholders and the amounts of securities registered for each selling securityholder. Other information required by the form must be disclosed. Therefore please disclose here (and in the fee table) the aggregate number of securities being offered by the selling securityholders.

The Company has revised the cover page of the Registration Statement to allocate 600,000 shares of common stock for secondary offerings (plus the additional 1,419,355 shares of common stock issued to SACO Technologies, Inc. in connection with the Registrant’s acquisition of such company in June, 2006). The Company has similarly revised the Prospectus cover page and the “Selling Securityholders” section.

If you have any questions or comments, please feel free to contact me.

Sincerely,
KEATING
MUETHING & KLEKAMP PLL

Show Raw Text
CORRESP
1
filename1.htm

      Comment Response Letter

    Mark
      A. Weiss

    DIRECT
      DIAL: (513) 579-6599

    FACSIMILE:
      (513) 579-6457

    E-MAIL:
      mweiss@kmklaw.com

    November
      16, 2006

    Via
      EDGAR and Facsimile (202) 772-9218

    Ms.
      Peggy
      Fisher

    Assistant
      Director

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      DC 20549

    Re:LSI
      Industries Inc.

    Amendment
      No. 1 to Registration Statement on Form S-3

    Filed
      October 27, 2006

    File
      No. 333-137675 (the “Registration Statement”)

    Dear
      Ms.
      Fisher:

    On
      behalf
      of LSI Industries Inc., we are responding to the Staff’s comments to the
      Registration Statement contained in the letter dated November 14, 2006. The
      Company has today filed Amendment No. 2 to the Registration
      Statement.

              1.

              We
                reissue prior comment 2 to our letter dated October 19, 2006 in part.
                Rule
                430(B)(b) in general permits you only to omit information that is
                unknown
                or not reasonably available, the identities of selling securityholders
                and
                the amounts of securities registered for each selling securityholder.
                Other information required by the form must be disclosed. Therefore
                please
                disclose here (and in the fee table) the aggregate number of securities
                being offered by the selling
                securityholders.

    The
      Company has revised the cover page of the Registration Statement to allocate
      600,000 shares of common stock for secondary offerings (plus the additional
      1,419,355 shares of common stock issued to SACO Technologies, Inc. in connection
      with the Registrant’s acquisition of such company in June, 2006). The Company
      has similarly revised the Prospectus cover page and the “Selling
      Securityholders” section.

    If
      you
      have any questions or comments, please feel free to contact me.

              Sincerely,

                KEATING
                  MUETHING & KLEKAMP PLL

            By:
            /s/ Mark
              A. Weiss

              Mark A. Weiss

    MAW:slh

              cc:

              Donald
                C. Hunt, Attorney-Advisor