SEC Comment Letter for CarParts.com, Inc. (PRTS) (CIK 0001378950) (PRTS) — Aug 5, 2010
CarParts.com, Inc. (PRTS) (CIK 0001378950)
Date: Aug. 5, 2010 · CIK: 0001378950 · Accession: 0000000000-10-044629
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33264
Referenced dates: June 25, 2010, June 25, 2010, June 25, 2010
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3561 DIVISION OF CORPORATION FINANCE August 5, 2010 Theodore R. Sanders Chief Financial Officer U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, CA 90746 Re: U.S. Auto Parts Network, Inc. Form 10-K for Fiscal Year Ended January 2, 2010 Filed March 15, 2010 Definitive Proxy Statement on Schedule 14A Filed April 6, 2010 File No. 001-33264
Dear Mr. Sanders:
We have reviewed your response to our letter dated June 25, 2010 and 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. 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 detail sufficie nt for an understanding of your disclosure how you intend to comply by providing us with your proposed revisions. Please respond to this letter within te n business days by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments appl y to your facts and circumst ances please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Definitive Proxy Statement on Schedule 14A
Annual Incentive Bonuses, page 18
1. We have reviewed your responses to co mments 17 and 18 in our letter dated June 25, 2010. In future proxy statement filings providing executive compensation disclosure, please include the compensati on information included in your Forms 8-K rather than referring investors to those documents.
Theodore R. Sanders U.S. Auto Parts Network, Inc. August 5, 2010 Page 2 2. In the last paragraph of your response to comment 17 in our letter dated June 25, 2010, please clarify how you calculated the cash bonus payment. Explain why you are using 235% rather than 230% for the bonus payout percentage for the Chief Executive Officer, and explain how you calculated $317,000 based on that percentage and the ta rget dollar amount. Please contact Robyn Manuel, Staff Acc ountant, at (202) 551-3823, or William Thompson, Accounting Branch Chief, at (202) 551-3344 if you have any questions regarding comments on the financ ial statements and related matters. Please contact Scott Anderegg, at (202) 551-3342, Brigitte Lippma nn, Special Counsel, at (202) 551-3713 or me at (202) 551-3720 with any other questions. S i n c e r e l y , H. Christopher Owings Assistant Director
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561
DIVISION OF
CORPORATION FINANCE
August 5, 2010
Theodore R. Sanders Chief Financial Officer U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, CA 90746
Re: U.S. Auto Parts Network, Inc.
Form 10-K for Fiscal Year Ended January 2, 2010
Filed March 15, 2010
Definitive Proxy Statement on Schedule 14A Filed April 6, 2010
File No. 001-33264
Dear Mr. Sanders:
We have reviewed your response to our letter dated June 25, 2010 and 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. 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 detail sufficie nt for an understanding of your disclosure how
you intend to comply by providing us with your proposed revisions.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not believe our comments appl y to your facts and circumst ances please tell us why in
your response.
After reviewing the information you provide in response to these comments, we
may have additional comments.
Definitive Proxy Statement on Schedule 14A
Annual Incentive Bonuses, page 18
1. We have reviewed your responses to co mments 17 and 18 in our letter dated June
25, 2010. In future proxy statement filings providing executive compensation
disclosure, please include the compensati on information included in your Forms
8-K rather than referring investors to those documents.
Theodore R. Sanders
U.S. Auto Parts Network, Inc. August 5, 2010 Page 2
2. In the last paragraph of your response to comment 17 in our letter dated June 25,
2010, please clarify how you calculated the cash bonus payment. Explain why
you are using 235% rather than 230% for the bonus payout percentage for the Chief Executive Officer, and explain how you calculated $317,000 based on that
percentage and the ta rget dollar amount.
Please contact Robyn Manuel, Staff Acc ountant, at (202) 551-3823, or William
Thompson, Accounting Branch Chief, at (202) 551-3344 if you have any questions
regarding comments on the financ ial statements and related matters. Please contact Scott
Anderegg, at (202) 551-3342, Brigitte Lippma nn, Special Counsel, at (202) 551-3713 or
me at (202) 551-3720 with any other questions.
S i n c e r e l y , H. Christopher Owings
Assistant Director