December 2, 2011
VIA EDGAR AND OVERNIGHT DELIVERY
Ms. Mara L. Ransom
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549-3561
Re: Innotrac Corporation – File No. 0-23741
Response to Staff Comments on Form 10-K for the fiscal year ended December 31, 2010
Ladies and Gentlemen,
On behalf of Innotrac Corporation, a Georgia Corporation (the “Company”, “we” or “our”), enclosed herewith are our responses to the Staff’s comments to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which comments were set forth in the Staff’s letter dated November 22, 2011 (the “Comment Letter”) to Mr. Scott Dorfman, Chairman and Chief Executive Officer of the Company.
For ease of reference, the Company’s responses are set forth below the full text of the correlative Staff comment.
Form 10-K for the Fiscal Year Ended December 31, 2010
Cover Page of Form 10-K
General
1. We note that you list Series A Participating Cumulative Preferred Stock Purchase rights as registered pursuant to Section 12(b) of the Exchange Act. However it appears that these rights were registered pursuant to Section 12(g), not Section 12(b), of the Exchange Act and you filed a Form 15-12-G pertaining to these securities on August 21, 2008. Please remove such securities from the cover page of your annual report, or advise.
The Company supplementally advises the Staff that the Company should have deleted the reference to the Series A Participating Cumulative Preferred Stock Purchase rights when the Shareholder Rights Plan pursuant to which they were issued expired without renewal in 2008. Accordingly, on our future annual reports we will remove the reference to these securities.
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Atlanta
Corporate Offices
6465 East Johns Crossing
Johns Creek, GA 30097
phone 678.584.4000
fax 678.475.5840
Atlanta
2200 Cedars Road
Suite 2200
Lawrenceville, GA 30043
phone 678.584.4000
fax 678.475.5840
Chicago
605 Crossroads Pkwy
Bolingbrook, IL 60440
phone 630.771.6000
fax 630.771.6001
Chicago
1180 W. Remington Blvd
Romeoville, IL 60446
phone 630.775.9001
fax 630.775.9006
Cincinnati
1226 Aviation Blvd
Hebron, KY 41048
phone 859.488.4000
fax 859.488.4048
Cincinnati
2305 Litton Ln
Hebron, KY 41048
phone 859.586.3961
fax 859.586.3985
Columbus
3357 Southpark Pl
Suite H
Grove City, OH 43123
phone 614.324.6900
fax 614.324.6901
Pueblo
5 William White Blvd
Pueblo, CO 81001
phone 719.948.1900
fax 719.948.3166
Reno
4910 Longley Ln
Suite 101
Reno, NV 89502
phone 775.332.5700
fax 775.332.5715
www.innotrac.com
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Covenant
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October 1, 2011 to
December 31, 2011
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January 1, 2012 to
March 31, 2012
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Periods After
March 31, 2012
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Monthly Maximum (Loss) Profit
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$10,000
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($1,706,000)
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To be determined
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Maximum Cumulative Year to Date (Loss) at End of Period
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($382,000)
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($797,000)
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To be determined
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the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
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Staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filing; and
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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.
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George M. Hare
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CFO - Innotrac Corporation
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(T) 678-584-4020
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(F) 678-584-8950
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(e) ghare@innotrac.com
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Copies to:
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Mr. Scott D. Dorfman; CEO and Chairman Innotrac Corporation
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Mr. David Stockton; Kilpatrick Townsend & Stockton LLP
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