VS HOLDINGS, INC.
2101 91st Street
North Bergen, New Jersey 07047
October 26, 2009
H. Christopher Owings
Assistant Director
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: | VS Holdings, Inc. |
Registration Statement on Form S-1 |
Originally Filed July 23, 2009 |
File No. 333-160756 |
Dear Mr. Owings:
On behalf of VS Holdings, Inc., a Delaware corporation (the Company), this letter is to supplementally confirm to the staff of the Securities and Exchange Commission that (1) prior to the consummation of the initial public offering of the Companys common stock (the Initial Public Offering) covered by the above-referenced Registration Statement on Form S-1 (the Form S-1), the Amended and Restated Securityholders Agreement, dated June 12, 2006, by and among the Company, VS Parent, Inc. and VS Parent Inc.s securityholders (the Old Securityholders Agreement), will be amended and restated such that, as of the consummation of the Initial Public Offering, the VS Holdings, Inc. Securityholders Agreement, a form of which has been filed as Exhibit 10.31 to the Form S-1 (the New Securityholders Agreement), will be in effect, in replacement of the Old Securityholders Agreement, and (2) following the effectiveness of the Form S-1, the Company will file a Current Report on Form 8-K, within the prescribed time period, disclosing the Companys entry into the New Securityholders Agreement in replacement of the Old Securityholders Agreement and its entry into the merger agreement (as well as the effectiveness of the merger contemplated therein), a form of which has been filed as Exhibit 2.1 to the Form S-1, and will file both such agreements as exhibits thereto.
If you have any questions related to this letter, please contact me at (201) 624-3440.
Sincerely,
/s/ James M. Sander
James M. Sander
Vice President, General Counsel and Corporate
Secretary
cc: | Richard L. Markee |
Christian O. Nagler |