-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JWuG1bewBj8kB8CgfGYGGhfBMAHppEU5lEdWwVkU618+4RyKojv5tpz3jwGB47Vx abJ5RP74MLQ7zEPRKxl8mQ== 0001193125-06-192468.txt : 20061207 0001193125-06-192468.hdr.sgml : 20061207 20060918153853 ACCESSION NUMBER: 0001193125-06-192468 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VITAMIN SHOPPE INDUSTRIES CENTRAL INDEX KEY: 0001106971 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4700 WESTSIDE AVENUE CITY: NORTH BERGEN STATE: NJ ZIP: 07047 BUSINESS PHONE: 2018667711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VS DIRECT INC. CENTRAL INDEX KEY: 0001360395 IRS NUMBER: 134289833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THE VITAMIN SHOPPE STREET 2: 2101 91ST STREET CITY: NORTH BERGEN STATE: NJ ZIP: 07047 BUSINESS PHONE: 800-223-1216 MAIL ADDRESS: STREET 1: THE VITAMIN SHOPPE STREET 2: 2101 91ST STREET CITY: NORTH BERGEN STATE: NJ ZIP: 07047 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VS HOLDINGS, INC. CENTRAL INDEX KEY: 0001360530 IRS NUMBER: 113664322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THE VITAMIN SHOPPE STREET 2: 2101 91ST STREET CITY: NORTH BERGEN STATE: NJ ZIP: 07047 BUSINESS PHONE: 800-223-1216 MAIL ADDRESS: STREET 1: THE VITAMIN SHOPPE STREET 2: 2101 91ST STREET CITY: NORTH BERGEN STATE: NJ ZIP: 07047 CORRESP 1 filename1.htm Acceleration Request

VS HOLDINGS, INC.

c/o The Vitamin Shoppe

2101 91st Street

North Bergen, New Jersey 07047

 

September 18, 2006

 

VIA FACSIMILE AND EDGAR

United States Securities and Exchange

        Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attention: H. Christopher Owings

 

 

  Re: VS Holdings, Inc., Vitamin Shoppe Industries, Inc. and VS Direct Inc. (the
       “Issuers”) Registration Statement on Form S-4, as amended
       (SEC File Nos. 333-134983 to -02)

Ladies and Gentleman:

VS Holdings, Inc. (the “Company”), on behalf of itself and its subsidiary guarantors listed as registrants (the “Subsidiary Registrants”), hereby requests acceleration of the effective date of the Registration Statement on Form S-4, as amended (SEC File Nos. 333-134983 to -02), as amended, to 2:00 p.m., Eastern time, on Wednesday, September 20, 2006 or as soon thereafter as possible. I, Cosmo La Forgia, Vice President, Finance of the Comapany, make the following representations on behalf of the Company and the Subsidiary Registrants (together, the “Issuers”).

The Issuers hereby acknowledge their responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. Additionally, the Issuers acknowledge the following:

 

1. Should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission, acting pursuant to delegated authority, declare the filing of our Registration Statement on Form S-4, as amended (the “Filing”) effective, it does not foreclose the Commission from taking any action with respect to the Filing;

 

2. The action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Issuers from their full responsibility for the adequacy and accuracy of the disclosure in the Filing; and

 

3. The Issuers 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.

Please call Christian O. Nagler of Kirkland & Ellis LLP, special counsel to the Issuers, at (212) 446-4660 as soon as the Registration Statement has been declared effective.

 

Very truly yours,

VS HOLDINGS, INC.

VITAMIN SHOPPE INDUSTRIES INC.

VS DIRECT INC.

By:  

/s/    Cosmo La Forgia        

  Name: Cosmo La Forgia
 

Title:   Vice President, Finance

   VS Holdings, Inc.

 

 

cc: Christian O. Nagler, Kirkland & Ellis LLP
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