Ivan K. Blumenthal | 212 692 6784 | ikblumenthal@mintz.com | Chrysler Center 666 Third Avenue New York, NY 10017 212-935-3000 212-983-3115 fax www.mintz.com |
June 5, 2008
VIA EDGAR AND FEDEX
Tom Kluck, Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Union Street Acquisition Corp. |
Preliminary Proxy Statement on Schedule 14A
Filed on April 23, 2008
File No. 001-33281
Dear Mr. Kluck:
On behalf of Union Street Acquisition Corp. (the “Company” or “Union Street”), we respond as follows to the Staff’s legal comments dated May 26, 2008 relating to the above-captioned Preliminary Proxy Statement on Schedule 14A. Captions and page references herein correspond to those set forth in the Preliminary Proxy Statement on Schedule 14A, the enclosed copy of which has been marked with the changes from the original filing. Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided our response to each comment immediately thereafter.
General
1. | Please provide us with copies of market and industry data that you cite or rely on throughout your filing. For instance, and without limitation, on page 94 you cite the “2006 Ad Age Top 50 Marketing Services” agency ranking and on page 95 you cite a 2006 report titled “Tracking Trends: A Comparison of Above-the-Line & Below-the-Line Expenditure Trends.” The copies of market and industry data should be appropriately marked, dated, and refer to the page number on which they are cited. |
Response: We will provide under separate cover hard copies of the market and industry data requested by the Staff.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
BOSTON | WASHINGTON | NEW YORK | STAMFORD | LOS ANGELES | PALO ALTO | SAN DIEGO | LONDON
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
June 5, 2008
Page 2
2. | Please include a statement as to whether or not representatives of the principal accountants for the current year and the most recently completed fiscal year are expected to be present, will have the opportunity to make a statement if they desire to do so, and are available to respond to appropriate questions. Refer to Item 13(a)(6) of Schedule 14A. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 70.
3. | Please provide the financial information required under Item 304 of Regulation S-K. Refer to Item 13(a)(4) of Schedule 14A. |
Response: We have revised the text in accordance with the Staff’s request. Please see pages 69-70.
4. | Please revise to provide the disclosure required by Item 403 of Regulation S-K for Archway and Razor, respectively. This disclosure should be the same information that the target companies would be required to file in a 1934 Act registration statement, including Compensation Discussion and Analysis disclosure. In addition, please provide Item 402 disclosure for each person who will serve as a director or executive officer of the combined company. Refer to Interpretive Response 1.12 of the Division of Corporation Finance Compliance and Disclosure Interpretations relating to Executive Compensation, updated August 8, 2007, which is available at www.sec.gov. |
Response: We have revised the text in accordance with the Staff’s request to include disclosure regarding executive compensation of each of Archway, Razor and Union Street.
5. | Throughout the proxy statement, please quantify the dollar amount in which Messrs. Perfall, Burke and Fletchall will be entitled to receive from the distributable proceeds of the Archway Consideration. We note the related disclosure on pages 11, 22, 29, 45 and 75. |
Response: We have revised the text in accordance with the Staff’s request. Please see pages 12, 23, 30, 47 and 80.
Summary of Material Terms of the Acquisitions, page 11
6. | We note the disclosure in the third bullet point that Mr. Perfall has agreed to invest $3.0 million of his proceeds in Union Street common stock. In appropriate sections of the proxy, please describe in greater detail the business purpose of this transaction. |
Response: We have revised the text in accordance with the Staff’s request. Please see pages 11, 18, 22, 25, 30, 80 and 84.
Union Street, page 13
7. | Please revise the bullet point disclosing the source of funds you will use for the acquisitions to include a brief description of the interest rates on the Debt Financing. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 13.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
June 5, 2008
Page 3
Questions and Answers about the Proposals, page 14
What is being voted on? page 14
8. | Please briefly describe the provisions of Article Five of the company’s certificate of incorporation. |
| Response: We have revised the text in accordance with the Staff’s request. Please see page 14. |
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Why is Union Street proposing the Acquisitions . . . , page 14
9. | Please revise to explain your use of the term “significant” when referring to the growth potential from combining the two businesses. |
Response: We have revised the text in accordance with the Staff’s request by deleting the term “significant.”
Did Union Street’s board obtain a fairness opinion in connection with the approval of the Acquisitions? page 15
10. | Please revise the question to reference the valuation opinion as well. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 15.
Does the Union Street’s board of directors recommend voting for the Acquisition Proposal? page 15
11. | Please disclose here or in another question and answer, how the combined companies have a fair market value of at least 80% of the balance of the trust account. Please include management’s determination of the value of the target companies. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 15.
How is Union Street paying for the acquisitions? page 17
12. | Please revise the answer to this question, or add an additional question/answer, to disclose the material terms of the Senior Credit Facility. |
Response: We have revised the text in accordance with the Staff’s request by referring the reader to the terms of the Facility.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
June 5, 2008
Page 4
Did any of Union Street’s officers and directors purchase securities in or after its initial public offering? page 17
13. | It appears that it would be helpful to include information regarding the officers and directors intention to possibly purchase common stock in the open market or privately negotiated purchases in order to cause or support the approval of the proposed acquisitions. Please see the related disclosure on page 65 of the proxy. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 18.
What happens if the Acquisitions are not consummated? page 19
14. | Please revise to disclose whether the company would continue to search for targets if the acquisitions are not consummated. If so, it appears that the disclosure regarding liquidation would be a separate question and answer. Also disclose the amount of proceeds outside of the trust that have been spent in search of targets and the amount available for an additional search of targets. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 20.
Conversion Rights, page 25
15. | Please revise to disclose the rational for requiring the tendering before the meeting when the conversion is predicated on the merger getting approved, which may not occur. |
Response: We have revised the text in accordance with the Staff’s Request on page 26 to disclose the rationale for requiring the tendering of shares prior to the Special Meeting in connection with the exercise of conversion rights.
16. | Please revise to clearly disclose the minimum amount of time that will be provided to shareholders to tender their shares for the conversion rights. It appears shareholders who may want to convert their shares have less time to make their investment decisions. Please clarify why this is the case. |
Response: We have revised the text in accordance with the Staff’s Request on page 26 to disclose the minimum amount of time that will be provided to shareholders to tender their shares for conversion rights prior to the Special Meeting.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
June 5, 2008
Page 5
17. | Please revise to clearly discuss the costs associated with obtaining physical possession of the stock certificates by shareholders who hold their shares in street name. If possible, please revise to disclose the percentage of your shares that are held in street name. |
Response: We have revised the text in accordance with the Staff’s Request on page 26 to discuss the costs associated with obtaining a physical certificate by shareholders who hold their shares in street name. We have also disclosed the percentage of shareholders that the Company believes holds its shares in street name.
18. | Please revise to discuss the timing involved with the return of the to-be-converted shares if the acquisitions are not approved. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 26.
Interests of Union Street Directors and Officers in the Acquisitions, page 29
19. | We note the disclosure on page 29 that after the business combination, Union Street will continue to be managed by Messrs. Perfall, Burke and Fletchall. We further note your disclosure in the same paragraph that “you will not have information on compensation arrangements for the officers at the time you vote on the Acquisitions. See ‘Risk Factors.’” We were unable to locate a risk factor that discusses this risk. Please revise to discuss the potential compensation that these officers may receive. We note the disclosure on page 92 regarding the employment agreements with officers of Razor and the salary that they will receive of $217,500, and the disclosure on page 130 regarding the 2008 Employee, Director and Consultant Stock Plan. Please disclose, as possible, ranges of compensation that Messrs. Perfall, Burke, and Fletchall may receive. Also, it appears that such compensation could be a conflict of interest. Please revise accordingly. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 31.
20. | Amounts noted in the table depicting unrealized profit on shares/warrants owned by directors appears to be incorrect (missing a “0”) in the Unrealized Loss column. Please revise. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 31.
Selected Historical Financial Information - Combined Archway and Razor, page 33
21. | We note you presented Adjusted EBITDA as a non-GAAP financial measure. Please tell us how your current disclosures comply with Item 10(e) of Regulation S-K and the related FAQ. Within your response, please discuss the reasons why you believe the presentation of Adjusted EBITDA is useful for an investor to specifically understand your financial position and results of operations. |
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
June 5, 2008
Page 6
Response: We have revised our disclosure to comply with Item 10(e) of Regulation S-K and the related FAQ. Adjusted EBITDA is commonly used by financial analysts, investors, rating agencies, lenders and other interested parties in evaluating companies, including business services companies. We believe that adjusted EBITDA, viewed in addition to and not in lieu of reported GAAP results, may be useful in assessing the operating performance and the overall effectiveness of senior management of Archway and Razor. In addition, adjusted EBITDA is used by management to measure and analyze operating performance and along with other data, as the internal measure for setting operating budgets, assessing financial performance and as a primary performance metric by which senior management is evaluated.
Summary Unaudited Pro Forma Condensed Consolidated Financial Information, page 39
22. | We note you presented Pro forma Cash Earnings as a non-GAAP financial measure. Please specifically address why you believe the presentation of Pro forma Cash Earnings is useful for an investor in their review of your pro forma consolidated financial information. Further, please reconcile this measure to cash flows from operations, as this appears to be both a performance and liquidity measure. Refer to Item 10(e) of Regulation S-K. |
Response: Cash Earnings is commonly used by financial analysts, investors, rating agencies, lenders and other interested parties in evaluating companies, including business services companies. We believe that Cash Earnings will be a relevant measure of the performance of Archway and Razor because Cash Earnings will reflect the benefits of tax amortization deductions resulting from the Archway and Razor transactions being accounted for as asset purchases. In addition, we believe that Cash Earnings, viewed in addition to and not in lieu of reported GAAP results, may be useful in assessing the operating performance and the overall effectiveness of senior management of Archway and Razor. In response to your comment requesting a reconciliation of Cash Earnings to cash flows from operations, we believe that Cash Earnings is more of a performance measure than a measure of discretionary cash available to the Company and as such believe that Net Income is the most comparable GAAP measure to provide a reconciliation to. In addition, we did not identify a requirement under Rule 11-02(b) of Regulation S-X to include a Pro Forma Schedule of Cash Flows as part of the Unaudited Pro Forma Condensed Consolidated Financial Statements. We believe that our presentation of the Unaudited Pro Forma Condensed Consolidated Financial Statements is in accordance with Rule 11-02(b) of Regulation S-X without further disclosure or modification.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
June 5, 2008
Page 7
Risk Factors, page 42
After the Acquisitions, Union Street will be dependent on its subsidiaries, page 45
23. | In this risk factor, and others as applicable, please revise the narrative to discuss in greater detail the harm that could result to the company should the risk materialize. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 47.
Failure to complete the acquisition could negatively impact the market price. . . page 51
24. | We note the statement that “costs related to the Acquisition, such as legal and accounting fees, must be paid even if the Acquisitions are not completed.” Please discuss in another section whether the funds not held in trust and the amounts available from interest are unlikely to be sufficient to pay these expenses if the acquisitions are not completed and the company were to liquidate. Also reconcile this disclosure with the statement in the last paragraph on page 53 that “each of Messrs. Perfall and Burke has agreed to reimburse us for our debts to any vendor for services rendered...” |
Response: We have revised the text in accordance with the Staff’s request. Please see page 85.
Transactions by Union Street Officers and Directors of Their Affiliates, page 65
25. | Please disclose in greater detail the statement on page 65 that “our officers and directors and/or their affiliates may purchase Union Street common stock. . .or may compensate others to do so prior to the Special Meeting.” (emphasis added). |
Response: We have revised the text in accordance with the Staff’s request. Please see page 68.
Proposal 1, The Acquisition Proposal, page 67
26. | We note in the introductory paragraph, you state that the disclosure in this section is qualified by the annexes. Please revise to confirm that you have discussed all the material terms of the asset acquisition in this section. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 71.
Background of the Acquisitions, page 67
27. | In the first paragraph of this subsection, we note your disclosure that the Archway Purchase Agreement and the Razor Purchase Agreement are the result of arm’s length negotiations between the representatives of Argenbright and Razor, the Sellers, and Union Street. Please name the representatives. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 71.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
June 5, 2008
Page 8
28. | We note the disclosure on page 68 that, “Immediately after completing its IPO, Union Street established a set of objective criteria.” Please disclose the date in which the company completed its IPO. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 72.
29. | We note the disclosure under the subheading “Capital Structure and Ownership.” Please advise how the likelihood of consummating a business combination with companies that were owned by financial sponsors was low in light of the company having a significant amount of cash held in trust. It appears that high levels of leverage would not be necessary to acquire companies that had a fair market value of $75,840,000 as disclosed in the company’s S-1 or as reflected generally in the value of the current targets. Also, it appears that there is a substantial conflict of interest in pursuing target companies that founders or management hold substantial equity interests. Please discuss what consideration, if any, the company gave to these conflicts when establishing its objective criteria. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 72. The ability of financial sponsors to use higher levels of leverage than the Company would allow them to acquire a business with lower levels of equity. Deploying less equity in the transaction would allow them to increase their return on their investment over others utilizing less leverage. Thereby if the financial sponsor utilized the higher level of leverage and the same level of equity as the Company they could offer a higher purchase price and realize a similar return as the Company. In response, to the conflict of interest concern, we highlighted that the reference to founders or management is related to the target company founders or management and not Union Street.
30. | In regards to the 120 businesses that were identified and the 40 target companies that were considered, as noted at the bottom of 69, please disclose how many of these companies were those in which management held substantial equity interests. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 74.
31. | We note the disclosure at the bottom of page 70 that, “In September of 2007, the Union Street management team met with Archway’s leadership of to review Archway’s year-to-date financial and operating performance.” Please disclose when Union Street management first contacted and/or met with Archway’s leadership. Also disclose the names of the persons that comprise Archway’s leadership. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 75.
32. | Please revise to discuss how you arrived at the purchase price you initially proposed. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 76.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
June 5, 2008
Page 9
33. | At the top of page 75, it appears that the date noting Union Street’s execution of the definitive agreement as 2007 is incorrect. Please revise. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 79.
Union Street’s Reasons for the Acquisitions and Recommendation of the Union Street Board, page 76
34. | We note your disclosure on page 78 that the board did not attempt to quantify the factors it considered when assessing whether to recommend the acquisitions. Please explain how the board concluded if a particular factor was positive or negative without quantification. Also, please discuss the specific negative factors the board considered. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 82.
Fairness Opinion, page 78
35. | Please disclose the amount of the fee paid or to be paid to Ladenburg for its services. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 83.
Perfall Investment, page 79
36. | We note that Mr. Perfall may fulfill his common stock purchase obligations by purchasing common stock of Union Street in the open market or in private transactions prior to the closing. Please disclose in greater detail the business purpose of this agreement. |
Response: We have revised the text in accordance with the Staff’s request. Please see response to comment number 6 above.
Information about Archway and Razor, page 94
37. | We note that some of the disclosure in the business section appears promotional, rather than factual, and should be revised to remove promotional statements. No speculative information should be included, unless clearly labeled as the opinion of management of the company along with disclosure of the reasonable basis for such opinions or beliefs. Please revise your disclosure to address your current and immediate activities. Please provide reasonable support for the promotional statements in the proxy. If a reasonable basis cannot be provided, the statements should be removed. |
Response: We have revised the text in accordance with the Staff’s request to qualify certain of the statements made in the disclosure.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
June 5, 2008
Page 10
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Archway, page 103
38. | Please revise the “Overview” section to provide investors with a better understanding of the company and the matters with which management is concerned primarily in evaluating the company’s financial condition and operating results. A good introduction, accordingly, might discuss material opportunities, challenges, risks, and material trends and uncertainties. To the extent known, provide insight into challenges, risks, and opportunities of which management is aware and discuss any actions being taken to address the same. For a more detailed discussion of what is expected in both this subheading and the MD&A section in general, please refer to: http://www.sec.gov/rules/interp/33-8350.htm. See also, Item 303 of Regulation S-K. Also revise accordingly the MD&A section of Razor. |
Response: We have revised the text in accordance with the Staff’s request.
39. | We note your discussion of period to period changes in your results of operations provides brief reasons behind the changes from management’s perspective. Please provide a more detailed analysis of your results of operations, including a discussion of any trends, events, demands, commitments and uncertainties that are reasonably likely to have a material effect on your financial condition or operating performance. Please refer to Release No. 33-8350 “Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Please revise accordingly the MD&A section of Razor. |
Response: We have revised the text in accordance with the Staff’s request.
Liquidity and Capital Resources, page 105
40. | To the extent possible, please quantify Archway’s short term (within 12 months) liquidity requirements, including known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the company’s liquidity increasing or decreasing in any material way. Please also include a description of the company’s long-term liquidity requirements. Please revise accordingly the MD&A section of Razor. |
Response: We have revised the text in accordance with the Staff’s request.
41. | Please describe and, to the extent possible, quantify Archway’s material working capital commitments, and indicate the general purpose of such commitments and the anticipated source of funds needed to fulfill such commitments. Also, describe any known material trends, favorable or unfavorable, in the company’s capital resources. Please revise accordingly the MD&A section of Razor. |
Response: We have revised the text in accordance with the Staff’s request.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
June 5, 2008
Page 11
Information About Union Street, page 115
42. | We note your disclosure on page 49 that you intend, after completion of the proposed acquisitions, to pursue other acquisitions to expand your product and service offerings and geographic locations. Please revise to include a discussion of your future acquisition plans, including a discussion of how you will pay for any future business combinations. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 136.
Overview, page 116
43. | The amount of $4,034,740 noted as being included in interest income in the statements of operations for Union Street Acquisition Corp. appears to be the pro forma amount after factoring interest income that would have been applied to the acquisitions, as noted in adjustment A to the unaudited pro forma condensed combined statement of operations. Please correct this statement or tell us how this amount reconciles to the audited financial statements. |
Response: We have revised the text in accordance with the Staff’s request.
Acquisition Financing, page 117
44. | Please revise to include a detailed discussion of the interest rate to be charged in the Bank of America facility. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 137.
45. | We note that you “will need to use at least $24.2 million of the $30.0 million commitment at the time of the closing to finance the Acquisitions.” Please reconcile this disclosure to other disclosures noted elsewhere in your preliminary proxy statement indicating that you “will need to use at least $4.7 million of the $30.0 million commitment at the time of the closing to finance the Acquisitions.” |
Response: We have revised the text in accordance with the Staff’s request.
Contractual Obligations, page 118
46. | We note your disclosure in the second paragraph. Please revise to discuss the services Banc of America Securities LLC performed to earn its fees as your financial advisor. Also disclose the amount of these advisory fees, and when and how such fees will be paid. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 138.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
June 5, 2008
Page 12
Ladenburg Fairness Opinion, page 120
47. | Please disclose whether Ladenburg considered the manner in which the merger will be financed, including the terms of the currently contemplated financing, in providing its fairness opinion. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 140.
Archway Comparable Transaction Analysis, page 125
48. | We note the companies listed as comparable transactions. Please revise to disclose the revenues and profits of the comparable acquired companies. Please provide the same information with respect to the Razor comparable companies on page 126. |
Response: We have revised the text in accordance with the Staff’s request. Please see pages 145 and 148.
Proposal 3, page 135
49. | Please revise to include a brief summary of the provisions of Article Five of the company’s certificate of incorporation. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 155.
Unaudited Pro Forma Condensed Consolidated Financial Statements
Notes to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2007
Assuming No Conversion
Note H, page 138
50. | Please tell us why management has reversed the stock compensation expense from Archway’s financial statements. In your response, please tell us how this expense was directly related to the Archway transaction. |
Response: The Archway stock compensation expense is related to stock options of Archway’s ultimate parent company, AHL Services, Inc., who issued the stock options to employees of Archway. Under the terms of the Archway purchase agreement all of these
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June 5, 2008
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stock options are required to be cancelled prior to closing. As a result of the Archway transaction there would not be any stock options outstanding or related stock compensation expense.
Assuming Maximum Conversion
Note I, page 138
51. | Please revise your disclosure to include the interest rate used by management to determine the additional interest expense, whether the rate is variable from amount presented, and, if so, the effect on income of a 1/8 percent variance in that interest rate. |
Response: We have revised the text in accordance with the Staff’s request.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Assuming No Conversion
Note 8, page 143
52. | Please include additional disclosure to note the useful lives or amortization periods, as well as the method for amortizing, related intangible assets acquired from Archway Marketing Services, Inc. and Razor Business Strategies Consultants, LLC. |
Response: We have revised the text in accordance with the Staff’s request.
Certain Relationships and Related Party Transactions, page 149
53. | We note your disclosure on page 22 that Mr. Perfall does not receive “direct or indirect compensation for his role with AHL Services or any of its subsidiaries.” Please revise to include this statement in the relevant paragraph on page 150. |
Response: We have revised the text in accordance with the Staff’s request. Please see page 171.
Principal Stockholders, page 151
54. | We note your disclosure in footnotes (2) and (3) on page 152. Please revise the table to include shares underlying warrants owned by each beneficial holder and that are exercisable within 60 days of the proposed acquisitions. In the alternative, please explain why you have chosen the time period of “within 60 days of March 6, 2008” and explain why that is a more appropriate date. |
Response: We changed the March 6, 2008 date to the “Record Date” and we will update the tables in the proxy at such time.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
June 5, 2008
Page 14
55. | For each entity listed, please disclose the natural persons who ultimately have voting or dispositive control over those shares. |
Response: Union Street is continuing to attempt to ascertain from the respective stockholders who the ultimate beneficial owners of the securities are and will update future filings in the event Union Street is able to obtain such information from the stockholder as that information is not available from the public filings of such stockholders. Other than the beneficial owners of Union Street Capital Management, LLC, none of the directors and officers of Union Street are affiliates of such entities or are the beneficial owners of the securities held by such entity.
Financial Statements
General
56. | Please update the financial statements and financial information to comply with Rule 3-12 of Regulation S-X, including your pro forma financial statements. |
Response: We have revised the text in accordance with the Staff’s request.
Union Street Acquisition Corp.
Report of Independent Registered Public Accounting Firms, page F-3
57. | Please provide an audit opinion for the period from July 18, 2006 (date of inception) to December 31, 2007. |
Response: The audit opinion has been revised to include the cumulative period from July 18, 2006 (inception) to December 31, 2007.
Balance Sheet, page F-5
58. | Please update the balance sheet line caption to note that at December 31, 2007, you do not have a Deficit accumulated during the development stage. |
Response: We have revised the text in accordance with the Staff’s request.
Archway Marketing Services, Inc.
Statements of Operations, page F-21
59. | As a portion of your revenue represents the reimbursement of expense, please present these amounts separate from revenue generated from other revenue streams. |
Response: We have revised the text in accordance with the Staff’s request.
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June 5, 2008
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Annex A / Annex B, pages A-1/B-1
60. | Your purchase agreements make reference to schedules that do not appear to have been filed. Please file these schedules or provide an analysis supporting their exclusion. |
Response: We have added a list of schedules to Annex A and we agree to furnish the Staff a copy of any of the listed schedules upon request.
At the request of the Staff, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) 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 (iii) 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.
Please do not hesitate to contact me directly should you require any further information with respect to this filing.
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| Sincerely, |
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| /s/ Ivan K. Blumenthal | |
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| Ivan K. Blumenthal, Esq. |
cc: | A. Clayton Perfall, Chairman, Chief Executive Officer and President Union Street Acquisition Corp. |