SEC Comment Letter for DXP ENTERPRISES INC (DXPE) (CIK 0001020710) (DXPE) — Jul 29, 2010
DXP ENTERPRISES INC (DXPE) (CIK 0001020710)
Date: July 29, 2010 · CIK: 0001020710 · Accession: 0000000000-10-042924
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-166582
Referenced dates: June 1, 2010
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE July 29, 2010 Via U.S. Mail Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Drive Houston TX 77040 Re: DXP Enterprises, Inc. Amendment No.1 to Registration Statement on Form S-3 Filed: July 21, 2010 File No. 333-166582
Dear Mr. McConnell: We have limited our review of your registra tion statement to those issues we have addressed in our 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 by amendi ng your registration statement and providing the requested information. Where you do not believe our comments apply to your facts and circumstances or do not believe an amen dment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments, we may have additional comments.
Exhibit 5.1 – Opinion of Fulbright & Jaworski L.L.P.
1. We note your response to comment six in our letter dated June 1, 2010. Please remove the assumption set forth in paragraph (a )(iv), as it is inappropriate. In this regard, we note that you have limited the ju risdiction of your opinion as set forth in the penultimate paragraph of the opinion.
2. We note your response to comment seven in our letter dated June 1, 2010. Please remove the assumptions set forth in paragra ph (b) and (c), as they are inappropriate. In this regard, we note that we disagr ee with your generalization of the Staff’s position. We also note that these assumpti ons are broader than as described in your response.
Mac McConnell DXP Enterprises, Inc. July 29, 2010 Page 2
You may contact Era Anagnosti, Staff A ttorney, at (202) 551-3369 or Andrew Schoeffler, Senior Staff Attorney, at (202) 551-3748 with any questions. S i n c e r e l y , Pamela A. Long A s s i s t a n t D i r e c t o r cc: Laura J. McMahon, Esq. (Via Facsimile @ (713) 651-5246) Fulbright & Jaworski L.L.P. 1301 McKinney, Suite 5100 Houston, TX 77010
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
July 29, 2010
Via U.S. Mail
Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Drive Houston TX 77040
Re: DXP Enterprises, Inc.
Amendment No.1 to Registration Statement on Form S-3
Filed: July 21, 2010
File No. 333-166582
Dear Mr. McConnell:
We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amendi ng your registration statement and providing
the requested information. Where you do not believe our comments apply to your facts
and circumstances or do not believe an amen dment is appropriate, please tell us why in
your response.
After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments, we may have additional comments.
Exhibit 5.1 – Opinion of Fulbright & Jaworski L.L.P.
1. We note your response to comment six in our letter dated June 1, 2010. Please
remove the assumption set forth in paragraph (a )(iv), as it is inappropriate. In this
regard, we note that you have limited the ju risdiction of your opinion as set forth in
the penultimate paragraph of the opinion.
2. We note your response to comment seven in our letter dated June 1, 2010. Please
remove the assumptions set forth in paragra ph (b) and (c), as they are inappropriate.
In this regard, we note that we disagr ee with your generalization of the Staff’s
position. We also note that these assumpti ons are broader than as described in your
response.
Mac McConnell
DXP Enterprises, Inc. July 29, 2010
Page 2
You may contact Era Anagnosti, Staff A ttorney, at (202) 551-3369 or Andrew
Schoeffler, Senior Staff Attorney, at (202) 551-3748 with any questions.
S i n c e r e l y , Pamela A. Long A s s i s t a n t D i r e c t o r
cc: Laura J. McMahon, Esq. (Via Facsimile @ (713) 651-5246)
Fulbright & Jaworski L.L.P. 1301 McKinney, Suite 5100 Houston, TX 77010