SEC Company Response from CarParts.com, Inc. (PRTS) (CIK 0001378950) (PRTS) — Feb 7, 2007
CarParts.com, Inc. (PRTS) (CIK 0001378950)
Date: Feb. 7, 2007 · CIK: 0001378950 · Accession: 0001193125-07-021921
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CORRESP 1 filename1.htm Acceleration Request from U.S. Auto Parts Network, Inc. U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, CA 90746 February 7, 2007 VIA FACSIMILE AND EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Scott Anderegg Re: U.S. Auto Parts Network, Inc. Registration Statement on Form S-1 (File No. 333- 138379) Acceleration Request Requested Date: February 8, 2007 Requested Time: 4:30 p.m. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, U.S. Auto Parts Network, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced Registration Statement on Form S-1 (File No. 333- 138379) originally filed with the Commission on November 2, 2006, as amended to date, and the Registrant’s Registration Statement on Form 8-A, effective at the Requested Date and Requested Time set forth above or as soon thereafter as practicable. The Registrant hereby acknowledges that: • should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the filing; • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and • the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely, U.S. Auto Parts Network, Inc. By: /S/ MICHAEL J. MCCLANE Michael J. McClane Chief Financial Officer