0001193125-09-213720.txt : 20130830 0001193125-09-213720.hdr.sgml : 20130830 20091026151826 ACCESSION NUMBER: 0001193125-09-213720 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VS HOLDINGS, INC. CENTRAL INDEX KEY: 0001360530 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 113664322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 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 FORMER COMPANY: FORMER CONFORMED NAME: VS HOLDINGS, INC. DATE OF NAME CHANGE: 20060425 CORRESP 1 filename1.htm SEC Letter

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 Company’s 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 Company’s 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