April 24,
2009
DIRECT DIAL:
212-451-2252
EMAIL:
KSCHLESINGER@OLSHANLAW.COM
VIA
EDGAR
United
States Securities and Exchange Commission
100 F
Street N.E.
Washington,
D.C. 20549
Mail Stop
3561
Attention: Senior
Assistant Director, Chief Accountant
Tia
Jenkins
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Re:
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SP
ACQUISITION HOLDINGS, INC.
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Form
10-K for Fiscal Year Ended December 31,
2008
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Filed
March 10, 2009
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File
No. 001-33711
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Dear Ms.
Jenkins:
On behalf
of SP Acquisition Holdings, Inc. (the “Company”),
transmitted herewith is the Company’s Form 10-K/A (Amendment No. 1) to the
above-referenced filing (“Amendment No.
1”). We acknowledge receipt of the comment letter of the
Securities and Exchange Commission dated April 14, 2009 (the “Commission Letter”)
with regard to the above-referenced filing. We have reviewed the
Commission Letter with the Company and the following are its responses to the
Commission Letter. For ease of reference, the responses are numbered
to correspond to the numbering of the comments in the Commission Letter and the
comments are reproduced in italicized form below.
Form
10-K for Fiscal Year Ended December 31, 2008
Financial
Statements and Supplementary Data
Report
of Independent Registered Public Accounting Firm, page 43
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1.
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We note that the report issued
by your independent registered public accounting firm does not indicate
the city and state where issued. Please confirm that you
received a signed audit report disclosing the city and state of where the
report was issued prior to the filing of your Form 10-K. In
addition, please confirm in future filings you will comply with Article
2-02 of Regulation S-X or amend this Form 10-K to comply if it is
incorporated by reference into any transactional
filing.
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April 24,
2009
Page
2
The
Company confirms that it has received a signed audit report disclosing the city
and state of where the report was issued. Accordingly, Amendment No. 1 includes
a report issued by the Company’s independent registered public accounting firm
which indicates the city and state where the report was issued in accordance
with Article 2-02 of Regulation S-X.
Section 302
Certifications
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2.
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We note that the head notes to
paragraph 4 and paragraph 5 of your Section 302 certifications do not
appear to address the “other certifying officers.” Please
confirm in future filings you will revise your certifications to comply
with the guidance in Item 601 (31) of Regulation S-K or amend this Form
10-K to comply if it is incorporated by reference into any transaction
filing.
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Amendment
No. 1 includes revised paragraph 4 and paragraph 5 to the Section 302
certifications which address the “other certifying officer.”
Other
Attached
as Exhibit A hereto is a letter from the Company containing the
acknowledgments requested at the conclusion of the Commission
Letter.
*******
We
believe that Amendment No. 1 fully complies with all of the Staff’s
comments. After the Staff has reviewed Amendment No. 1,
we would appreciate the Staff’s advice as to whether there are any additional
comments.
Please
direct any questions or comments concerning Amendment No. 1 or this response to
the undersigned at 212-451-2252 or Steve Wolosky at 212-451-2333.
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Sincerely,
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/s/
Kenneth A. Schlesinger
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Kenneth
A. Schlesinger
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Exhibit
A
SP
ACQUISITION HOLDINGS, INC.
590
Madison Avenue, 32nd
Floor
New York,
NY 10022
April 24,
2009
United
States Securities and Exchange Commission
100 F
Street N.E.
Washington,
D.C. 20549
Mail
Stop 3561
Attention: Senior
Assistant Director, Chief Accountant, Tia Jenkins
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Re:
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SP
Acquisition Holdings, Inc.
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Form
10-K for Fiscal Year Ended December 31,
2008
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Filed March
10, 2009
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File
No. 001-33711
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Dear Ms.
Jenkins:
We
acknowledge receipt of the comment letter of the Securities and Exchange
Commission (the “Commission”) dated April 14, 2009 (the “Commission Letter”)
with regard to the above-referenced filing. SP Acquisition Holdings,
Inc. (the “Company”) acknowledges that:
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·
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the
Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
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·
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staff
comments or changes in disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filing; and
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·
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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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SP
ACQUISITION HOLDINGS, INC.
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By:
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/s/
Warren G. Lichtenstein
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Name:
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Warren
G. Lichtenstein
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Title:
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Chairman
of the Board of Directors,
President
and Chief Executive Officer
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