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SEC Comment Letter for PC CONNECTION INC (CNXN) (CIK 0001050377) (CNXN) — Mar 2, 2010

PC CONNECTION INC (CNXN) (CIK 0001050377)
Date: March 2, 2010 · CIK: 0001050377 · Accession: 0000000000-10-011739

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Referenced dates: December 31, 2009, February 12, 2010

Date
March 2, 2010
Author
H. Christopher Owings
Form
UPLOAD
Company
PC CONNECTION INC (CNXN) (CIK 0001050377)

Letter

Mail Stop 3561 March 2, 2010 Patricia Gallup, Chief Executive Officer PC Connection, Inc. 730 Milford Road Merrimack, New Hampshire 03054 Re: PC Connection, Inc. Correspondence Dated February 12, 2010 Regarding Form 10-K for the Year Ended December 31, 2008 Filed March 16, 2009 Form 10-Q for the Period Ended September 30, 2009 Filed November 6, 2009 Form 10-Q for the Period Ended June 30, 2009 Filed August 7, 2009 Form 10-Q for the Period Ended March 31, 2009 Filed May 8, 2009 Definitive Proxy Statement on Schedule 14A Filed April 30, 2009 File No. 0-23827

Dear Ms. Gallup: We have reviewed your letter dated February 12, 2010 in response to our comment letter dated December 31, 2009 and ha ve the following comments. You should comply with the comments in all future filings, as applicable. Please confirm in writing that you will do so and also explain to us in sufficient detail for an understanding of the disclosure how you intend to comply by providi ng us with your proposed revisions. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pleas e be as detailed as necessary in your explanation. After reviewing this information, we may raise additional comments. Definitive Proxy Statement on Schedule 14A

Base Salary, page 12

1. We note your response to comment four in our letter dated December 31, 2009. In the penultimate paragraph of that response, you state that you increased the base

Patricia Gallup PC Connection, Inc. March 2, 2010 Page 2 salaries of three of your executive officers, other than your chief executive officer, to be at or slightly below the 75 th percentile of comparable salary ranges. Also, you state that the base salary of the remaini ng executive officer, other than your chief executive officer, was set slightly above the 50th percentile, based on his level of responsibility and comparable salary ranges. In future filings, please identify the executives to whom you are referring, including the executive whose salary was set slightly above the 50 th percentile. Certain Relationships and Re lated Transactions, page 19

2. We note your response to comment seven in our letter dated December 31, 2009. If true, please confirm for us that the terms of the transactions and agreements with related parties you disclose in this proxy statement were comparable to terms you could have obtained in arms-length transactions with unaffiliated th ird parties. If not true, please discuss the how the terms would be different if they were conducted in arms-length transactions with unaffiliated third parties.

* * * * * Please respond to our comments within 10 bus iness days, or tell us by that time when you will provide us with a response. Please understand that we may have additional comments after reviewin g your responses to our comments. You may contact Donna Di Silvio, Senior Staff Accountant, at (202) 551-3202 or Andrew Mew, Accounting Branch Chief, at (202) 551-3377 if you have questions regarding comments on the financ ial statements and related ma tters. Please contact John Fieldsend, Attorney-Adviser, at (202) 551- 3343 or me at (202) 551-3725 with any other questions. S i n c e r e l y , H. Christopher Owings A s s i s t a n t D i r e c t o r cc: Jack Ferguson PC Connection, Inc. Via Facsimile

Show Raw Text
Mail Stop 3561                  March 2, 2010   Patricia Gallup, Chief Executive Officer PC Connection, Inc. 730 Milford Road Merrimack, New Hampshire  03054
Re: PC Connection, Inc.
Correspondence Dated February 12, 2010 Regarding Form 10-K for the Year Ended December 31, 2008  Filed March 16, 2009 Form 10-Q for the Period Ended September 30, 2009 Filed November 6, 2009 Form 10-Q for the Period Ended June 30, 2009 Filed August 7, 2009 Form 10-Q for the Period Ended March 31, 2009 Filed May 8, 2009
Definitive Proxy Statement on Schedule 14A
Filed April 30, 2009  File No. 0-23827

Dear Ms. Gallup:
We have reviewed your letter dated February 12, 2010 in response to our
comment letter dated December 31, 2009 and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in  sufficient detail for an understanding of the
disclosure how you intend to comply by providi ng us with your proposed revisions.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Pleas e be as detailed as necessary  in your explanation.  After
reviewing this information, we may raise additional comments.
 Definitive Proxy Statement on Schedule 14A

 Base Salary, page 12

1. We note your response to comment four in  our letter dated December 31, 2009.  In
the penultimate paragraph of that response, you state that you increased the base

Patricia Gallup
PC Connection, Inc. March 2, 2010
Page 2
salaries of three of your executive officers,  other than your chief executive officer, to
be at or slightly below the 75
th percentile of comparable  salary ranges.  Also, you
state that the base salary of the remaini ng executive officer, other than your chief
executive officer, was set slightly above the 50th percentile, based on his level of
responsibility and comparable salary ranges.  In future filings, please identify the executives to whom you are referring, including the executive whose salary was set slightly above the 50
th percentile.
 Certain Relationships and Re lated Transactions, page 19

2. We note your response to comment seven in our letter dated December 31, 2009.  If
true, please confirm for us that the terms of the transactions and agreements with
related parties you disclose in this proxy statement were comparable to terms you
could have obtained in arms-length transactions with unaffiliated th ird parties.  If not
true, please discuss the how the terms would be different if they were conducted in arms-length transactions with unaffiliated third parties.

*  *  *  * *
 Please respond to our comments within 10 bus iness days, or tell us by that time
when you will provide us with a response.  Please understand that we may have additional comments after reviewin g your responses to our comments.
 You may contact Donna Di Silvio, Senior  Staff Accountant, at (202) 551-3202 or
Andrew Mew, Accounting Branch Chief,  at (202) 551-3377 if you have questions
regarding comments on the financ ial statements and related ma tters.  Please contact John
Fieldsend, Attorney-Adviser, at (202) 551- 3343 or me at (202) 551-3725 with any other
questions.          S i n c e r e l y ,             H. Christopher Owings         A s s i s t a n t  D i r e c t o r   cc: Jack Ferguson  PC Connection, Inc.  Via Facsimile