SEC Comment Letter for Climb Global Solutions, Inc. (CLMB) (CIK 0000945983) (CLMB) — Apr 8, 2020
Climb Global Solutions, Inc. (CLMB) (CIK 0000945983)
Date: April 8, 2020 · CIK: 0000945983 · Accession: 0000000000-20-003018
AI Filing Summary & Sentiment
File numbers found in text: 000-26408
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE April 7, 2020 By E-Mail Michael Vesey Chief Financial Officer Wayside Technology Group, Inc. 4 Industrial Way West, 3rd Floor Eatontown, New Jersey 07724
Re: Wayside Technology Group, Inc. Preliminary Proxy Statement Filed on March 31 , 2020 File No. 000-26408
Dear M r. Vesey :
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 bett er understand your disclosure.
Please respond to this letter by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumsta nces or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to th is comment , we may have additional comments.
Preliminary Proxy Statemen t 1. Please file a form of your proxy card.
Proposal 1. Election of Director s, page 25 2. Please provid e the business experience for Mr . Bryant during the past five years.
Potential Payments Upon Termination or Change in Control , page 39 3. Revise your disclosure to state wh ether the election of the N&W Group nominees would result in a change of control under the employment and severance agreements. 4. On a related note, disclose in an appropriate place in your proxy statement whether the election of the N&W Group nominees would have other effects on the company, such as
Michael Vesey Wayside Technology Group, Inc. April 7, 2020 Page 2
acceleration of vesting of options or warrants, acceleration of outstanding debt, or the need to obtain waivers or consents from counterparties in any agreement.
We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff
Please direct any questions to me at (202) 551 -3619.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
April 7, 2020
By E-Mail
Michael Vesey
Chief Financial Officer
Wayside Technology Group, Inc.
4 Industrial Way West, 3rd Floor
Eatontown, New Jersey 07724
Re: Wayside Technology Group, Inc.
Preliminary Proxy Statement
Filed on March 31 , 2020
File No. 000-26408
Dear M r. Vesey :
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 bett er understand your disclosure.
Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumsta nces or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to th is comment , we may have additional comments.
Preliminary Proxy Statemen t
1. Please file a form of your proxy card.
Proposal 1. Election of Director s, page 25
2. Please provid e the business experience for Mr . Bryant during the past five years.
Potential Payments Upon Termination or Change in Control , page 39
3. Revise your disclosure to state wh ether the election of the N&W Group nominees would
result in a change of control under the employment and severance agreements.
4. On a related note, disclose in an appropriate place in your proxy statement whether the
election of the N&W Group nominees would have other effects on the company, such as
Michael Vesey
Wayside Technology Group, Inc.
April 7, 2020
Page 2
acceleration of vesting of options or warrants, acceleration of outstanding debt, or the need to
obtain waivers or consents from counterparties in any agreement.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff
Please direct any questions to me at (202) 551 -3619.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
cc: Lawrence Elbaum, Esq.
Vinson & Elkins L LP