SEC Company Response from Natural Grocers by Vitamin Cottage, (NGVC) — Jul 20, 2012
Natural Grocers by Vitamin Cottage, Inc.
Date: July 20, 2012 · CIK: 0001547459 · Accession: 0001104659-12-050088
AI Filing Summary & Sentiment
File numbers found in text: 333-182186
Letter
VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Natural Grocers by Vitamin Cottage, Inc. Amendment No. 4 to Registration Statement on Form S-1 filed July 20, 2012 File No. 333-182186
Dear Ms. Ransom:
On behalf of our client, Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (the “Company”), pursuant to Rule 472 I am submitting as correspondence a copy of the Company’s above-captioned Amendment No. 4 to Registration Statement (“Amendment No. 4”), marked to indicate the changes effected since the filing of Amendment No. 3 on July 12, 2012.
Additionally, the Company has included additional disclosure in Amendment No. 4 in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission by telephone on July 18, 2012 and July 19, 2012. Specifically:
· With regard to the Staff’s comment on July 18, 2012 regarding the Company’s stockholder’s agreement, the Company has revised the disclosure on page 106 of Amendment No. 4 to clarify that some, but not all, of the parties to the stockholder agreements are party to the voting provisions of that agreement;
· With regard to the Staff’s comment on July 19, 2012 related to the adjustments in the capitalization table, we have revised the footnotes to that table to provide additional detail on the adjustments made for each transaction for which adjustments are made; and
· With regard to the Staff’s comment on July 19, 2012 related to the selected balance sheet data, and specifically the pro forma total assets, we have provided
Holland & Hart LLP Attorneys at Law
Phone (303)295-8000 Fax (303)295-8261 www.hollandhart.com
555 17th Street Suite 3200 Denver, CO 80202-3979 Mailing Address Post Office Box 8749 Denver, CO 80201-8749
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additional disclosure to describe a deferred tax asset resulting from the reorganization described in Amendment No. 4.
Respectfully,
/s/ Lucy Schlauch Stark
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CORRESP 1 filename1.htm Lucy Schlauch Stark Phone 303-295-8493 Fax 303-291-9145 MLStark@hollandhart.com July 20, 2012 VIA EDGAR Mara L. Ransom Assistant Director U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Natural Grocers by Vitamin Cottage, Inc. Amendment No. 4 to Registration Statement on Form S-1 filed July 20, 2012 File No. 333-182186 Dear Ms. Ransom: On behalf of our client, Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (the “Company”), pursuant to Rule 472 I am submitting as correspondence a copy of the Company’s above-captioned Amendment No. 4 to Registration Statement (“Amendment No. 4”), marked to indicate the changes effected since the filing of Amendment No. 3 on July 12, 2012. Additionally, the Company has included additional disclosure in Amendment No. 4 in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission by telephone on July 18, 2012 and July 19, 2012. Specifically: · With regard to the Staff’s comment on July 18, 2012 regarding the Company’s stockholder’s agreement, the Company has revised the disclosure on page 106 of Amendment No. 4 to clarify that some, but not all, of the parties to the stockholder agreements are party to the voting provisions of that agreement; · With regard to the Staff’s comment on July 19, 2012 related to the adjustments in the capitalization table, we have revised the footnotes to that table to provide additional detail on the adjustments made for each transaction for which adjustments are made; and · With regard to the Staff’s comment on July 19, 2012 related to the selected balance sheet data, and specifically the pro forma total assets, we have provided Holland & Hart LLP Attorneys at Law Phone (303)295-8000 Fax (303)295-8261 www.hollandhart.com 555 17th Street Suite 3200 Denver, CO 80202-3979 Mailing Address Post Office Box 8749 Denver, CO 80201-8749 Aspen Billings Boise Boulder Carson City Cheyenne Colorado Springs Denver Denver Tech Center Jackson Hole Las Vegas Reno Salt Lake City Santa Fe Washington, D.C. additional disclosure to describe a deferred tax asset resulting from the reorganization described in Amendment No. 4. Respectfully, /s/ Lucy Schlauch Stark Lucy Schlauch Stark Holland & Hart LLP Attachment cc: Kemper Isely, Natural Grocers by Vitamin Cottage, Inc. Sandra Buffa, Natural Grocers by Vitamin Cottage, Inc. Keith Townsend, King & Spalding LLP Scott Berdan, Holland & Hart LLP 2