SEC Comment Letter for DXP ENTERPRISES INC (DXPE) (CIK 0001020710) (DXPE) — Apr 8, 2014
DXP ENTERPRISES INC (DXPE) (CIK 0001020710)
Date: April 8, 2014 · CIK: 0001020710 · Accession: 0000000000-14-017646
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April 8, 2014
Via Facsimile
Mr. Mac McConnell
Senior Vice President/Finance and Chief Financial Officer
DXP Enterprises, Inc.
7272 Pinemont
Houston, TX 77040
RE: DXP Enterprises, Inc.
Item 4.01 Form 8 -K
Filed April 4, 2014
File No. 0-21513
Dear Mr. McConnell :
We have reviewed your filing an d 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 r espond to this letter within five business days 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 these comments, we may have additional comments.
1. You curre ntly disclose that there were no disagreements or reportable events during the two
years ended December 31, 2013 and the subsequent interim period through March 11, 2014.
The disclosure should state whether during the registrant's two most recent fiscal y ears and
any subsequent interim period through the date of dismissal there were any reportable events
or disagreements with the former accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of the former accountant, would have
caused it to make reference to the subject matter of the disagreement(s) in connection with its
reports. Since the dismissal of your former accou ntant occurred on April 4, 2014, please
amend your Form 8 -K to revise your disclosure to cover the two years ended December 31,
2013 and the interim period ended April 4, 2014. Refer to Item 304(a)(1)(iv) and (v) of
Regulation S -K.
2. You currently disclose that during your two most recent fiscal years and in the subsequent
interim period prior to March 11, 2014 , you did not consult with your new accountant.
Mr. Mac McConnell
DXP Enterprises, Inc.
April 8 , 2014
Page 2
Please amend your Form 8 -K to state, if true, that you did not consult with your new
accountant duri ng the two years ended December 31, 2013 and through April 4, 2014 , the
date of engagement of your new accountant. Refer to Item 304(a)(2) of Regulation S -K.
3. To the extent that you make changes to the Form 8 -K to comply with our comments, please
obtain a nd file an updated Exhibit 16 letter from the former accountants stating whether the
accountant agrees with the statements made in your amended Form 8 -K.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provide 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.
You may contact me at (202) 551 -3866 with any questions.
Sincerely,
/s/ Jeffrey Gordon
Jeffrey Gordon
Staff Accountant