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SIDLEY AUSTIN llp
ONE SOUTH DEARBORN
CHICAGO, IL 60603
(312) 853 7000
(312) 853 7036 FAX
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BEIJING
BRUSSELS
CHICAGO
DALLAS
FRANKFURT
GENEVA
HONG KONG
LONDON
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LOS ANGELES
NEW YORK
SAN FRANCISCO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
WASHINGTON, D.C. |
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FOUNDED 1866 |
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March 31,
2009
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3628
Attention: David L. Orlic
Matthew Crispino
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Re:
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Technology Solutions Company |
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Preliminary Proxy Statement on Schedule 14A, filed March 13, 2009 |
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File No. 000-19433 |
Ladies and Gentlemen:
On behalf of Technology Solutions Company (TSC), we transmit herewith
the revised Preliminary Proxy Statement of TSC, which revises the Preliminary Proxy Statement
originally filed with the U.S. Securities and Exchange Commission (the Commission) on
March 13, 2009. In this letter, we respond to the comment of the staff (the Staff) of
the Commission contained in your letter dated March 19, 2009 (the Letter). For ease of
reference, the numbered paragraph below corresponds to the numbered comment in the Letter, with
your comment presented in italics.
Also attached is a letter from TSC containing the acknowledgments of
TSC requested by the Staff in the Letter.
General
1. |
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Please provided [sic] the information required by Item 14(c) of Schedule 14A. We note that
you do not appear to be eligible to incorporate such information by reference pursuant to Item
14(e)(1) of Schedule 14A because you do not meet the requirements to incorporate by reference
under the Form S-4. |
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RESPONSE: In response to the Staffs comment, TSC has
included its Annual Report on Form 10-K for the year ended December
31, 2008 (which contains information responsive to Item 14(c) of
Schedule 14A) as
Annex B of the revised Preliminary Proxy Statement. |
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships
U.S. Securities and Exchange Commission
March 31, 2009
Page 2
If you have any questions regarding the foregoing or the revised Preliminary Proxy Statement,
please contact the undersigned at (312) 853-4161.
Very truly yours,
/s/ Pran Jha
Pran Jha
Enclosure
cc: Timothy G. Rogers, Technology Solutions Company
[Technology Solutions Company Letterhead]
March 31, 2009
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3628
Attention: David L. Orlic
Matthew Crispino
Ladies and Gentlemen:
In response to the request of the staff (the Staff) of the Securities and Exchange
Commission (the Commission) set forth in the Staffs letter dated March 19, 2009,
Technology Solutions Company (the Company) hereby acknowledges that:
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the Company is responsible for the adequacy and accuracy of the
disclosure in the filings; |
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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 |
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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. |
TECHNOLOGY SOLUTIONS COMPANY
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By:
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/s/ Timothy G. Rogers
Timothy G. Rogers
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Senior Vice President, Chief Financial Officer and Secretary |
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