Response Letter

0001193125-11-292429.txt : 20120806 0001193125-11-292429.hdr.sgml : 20120806 20111102134123 ACCESSION NUMBER: 0001193125-11-292429 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLMAN COMPANIES INC CENTRAL INDEX KEY: 0001029831 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 232874736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 10590 HAMILTON AVE. CITY: CINCINNATI STATE: OH ZIP: 45231 BUSINESS PHONE: 5138514900 MAIL ADDRESS: STREET 1: 10590 HAMILTON AVE. CITY: CINCINNATI STATE: OH ZIP: 45231 FORMER COMPANY: FORMER CONFORMED NAME: SUNSOURCE INC DATE OF NAME CHANGE: 19961231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLMAN INVESTMENT CO CENTRAL INDEX KEY: 0001286954 IRS NUMBER: 510385959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 10590 HAMILTON AVENUE CITY: CINCINNATI STATE: OH ZIP: 45231-1764 BUSINESS PHONE: 513-851-4900 MAIL ADDRESS: STREET 1: 10590 HAMILTON AVENUE CITY: CINCINNATI STATE: OH ZIP: 45231-1764 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLMAN GROUP, INC. CENTRAL INDEX KEY: 0001496639 IRS NUMBER: 311623179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O THE HILLMAN COMPANIES, INC. STREET 2: 10590 HAMILTON AVENUE CITY: CINCINNATI STATE: OH ZIP: 45231-1764 BUSINESS PHONE: 513-851-4900 MAIL ADDRESS: STREET 1: C/O THE HILLMAN COMPANIES, INC. STREET 2: 10590 HAMILTON AVENUE CITY: CINCINNATI STATE: OH ZIP: 45231-1764 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNSUB C INC. CENTRAL INDEX KEY: 0001496640 IRS NUMBER: 431831418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O THE HILLMAN COMPANIES, INC. STREET 2: 10590 HAMILTON AVENUE CITY: CINCINNATI STATE: OH ZIP: 45231-1764 BUSINESS PHONE: 513-851-4900 MAIL ADDRESS: STREET 1: C/O THE HILLMAN COMPANIES, INC. STREET 2: 10590 HAMILTON AVENUE CITY: CINCINNATI STATE: OH ZIP: 45231-1764 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALL POINTS INDUSTRIES, INC. CENTRAL INDEX KEY: 0001496641 IRS NUMBER: 650683513 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O THE HILLMAN COMPANIES, INC. STREET 2: 10590 HAMILTON AVENUE CITY: CINCINNATI STATE: OH ZIP: 45231-1764 BUSINESS PHONE: 513-851-4900 MAIL ADDRESS: STREET 1: C/O THE HILLMAN COMPANIES, INC. STREET 2: 10590 HAMILTON AVENUE CITY: CINCINNATI STATE: OH ZIP: 45231-1764 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAGWORKS, LLC CENTRAL INDEX KEY: 0001524725 IRS NUMBER: 562642284 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O THE HILLMAN COMPANIES, INC. STREET 2: 10590 HAMILTON AVENUE CITY: CINCINNATI STATE: OH ZIP: 45231-1764 BUSINESS PHONE: 513-851-4900 MAIL ADDRESS: STREET 1: C/O THE HILLMAN COMPANIES, INC. STREET 2: 10590 HAMILTON AVENUE CITY: CINCINNATI STATE: OH ZIP: 45231-1764 CORRESP 1 filename1.htm Response Letter

The Hillman Companies, Inc.

10590 Hamilton Avenue

Cincinatti, OH 45231-1764

November 2, 2011

VIA EDGAR

Pamela A. Long

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

The Hillman Companies, Inc.

Registration Statement on Form S-4

Filed July 13, 2011

File No. 333-175527

Dear Ms. Long:

The Hillman Companies, Inc. (the “Company” or “Hillman”) hereby acknowledges receipt of the letter, dated July 28, 2011, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the Company’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”) and hereby submits this letter in response, together with an electronic version of Amendment No. 1 to the Registration Statement (the “Amendment”). The Staff’s comment is reprinted below and is followed by the Company’s response.

General

We note that you have not yet responded to our comment letter dated July 19, 2011, regarding your Form 10-K for the fiscal year ended December 31, 2010. Please note that we will not entertain a request for acceleration on your registration statement until you have fully addressed these outstanding comments.

Response

Further to the Staff’s letter dated October 19, 2011 and discussions with the Staff, the Company understands that the Commission has completed its review of the Company’s

Pamela A. Long, Assistant Director

Division of Corporation Finance

November 2, 2011

Page 2

Form 10-K for the fiscal year ended December 31, 2010 (the “Form 10-K”). The Company has reflected in the Amendment filed herewith, as applicable, revised disclosure prepared by the Company and reviewed by the Staff in response to the Staff’s comments on the Form 10-K. The Company is hereby submitting the Amendment, and under separate cover, a request for acceleration of the Registration Statement.

* * *

In connection with responding to the Staff’s letter, the Company acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company further understands that the Division of Enforcement has access to all information that the Company provides to the Staff of the Division of Corporation Finance in your review of the Company’s filing or in response to the Staff’s comments on the Company’s filing.

If you have any questions or additional comments concerning the foregoing, please contact me at (513) 851-4900, extension #2063.

Sincerely,

/s/ James P. Waters

James P. Waters

Executive Vice President and Chief

Operating Officer

The Hillman Companies, Inc.

cc:	John C. Kennedy, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP