 | 111 E. Wacker Drive, Suite 2800 | |||
| Chicago, Illinois 60601 | ||||
| Tel 312.527.4000 Fax 312.527.4011 | ||||
| www.shefskylaw.com | ||||
| Jeremy Stonehill | ||||
| Direct: (312) 836-4032 | ||||
| Facsimile: (312) 275-7609 | ||||
| E-mail: jstonehill@shefskylaw.com | ||||
| IN REFERENCETO: | ||||
| 028620-00001 | ||||
July 29, 2009
Mr. H. Christopher Owings
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Re:Vitacost.com, Inc.
Registration Statement on Form S-1
File No. 333-143926
Filed June 20, 2007
Dear Mr. Owings:
We are writing on behalf of our client, Vitacost.com, Inc. (the “Company”), in response to comment Nos. 3, 5 and 10 contained in your correspondence, dated July 10, 2009. Being filed herewith are the various third-party reports and statistics referenced in the S-1. Each report is cross-referenced to the relevant disclosure in the S-1. Further, for your convenience, we are including a table of contents indicating the reports relied upon with respect to each particular comment.
Please contact the undersigned at (312) 836-4032 with any questions or comments you may have regarding this letter.
Very truly yours, |
SHEFSKY & FROELICH LTD. |
/s/ Jeremy Stonehill |
Jeremy Stonehill |
VITACOST.COM, INC.
RESPONSE TO SEC COMMENT LETTER, DATED JULY 10, 2009:
THIRD PARTY REPORTS
TABLE OF CONTENTS
COMMENT & RESPONSE | TAB | |
| Comment No. 3:Please provide support for your statement in the first paragraph that you are a “leading” online retailer and direct marketer of health and wellness products, and explain by what measurement you are making this statement. Please also provide support for your statement in the third paragraph on page three that your website and catalogs allow customers to purchase products at prices, on average, 30% to 60% lower than suggested retail prices. | ||
| Response: For support regarding our statement that we are a “leading” online retailer and direct marketer of health and wellness products, see: | ||
Internet Retailer: Top 500 Guide Buyer’s Survey Results | Al | |
| Comment No. 5:We note your response to comment three of our October 18, 2007 letter indicating you have updated the statistics cited in your registration statement, and we reissue our comment. Please provide copies of the various reports, articles and studies to which you refer appropriately marked and dated. | ||
| Response: SeeTab B for an excerpt of the Registration Statement’s “Business” section including cross-references to the following reports, articles and studies: | ||
Inc. Magazine’s “Inc. 500 Lifetime Hall of Fame” | B1 | |
Forrester Report: US Online Retail Forecast, 2008 To 2013 | B2 | |
Council for Responsible Nutrition: Consumer Confidence in Dietary Supplements Remains Steady, Annual Survey Results Show | B3 | |
Nutrition Business Journal’s (NBJ) 2009 U.S. Nutrition Industry Overview | B4 | |
NBJ’s 2008 Supplement Business Report | B5 | |
Opinion Research Corporation: How America Searches: Health and Wellness | B6 | |
Natural Marketing Institute (NMI): Survey | B7 | |
Centers for Medicare and Medicaid: National Health Expenditures | B8 | |
U.S. Census Bureau: Statistical Abstract of the United States: 2009 | B9 | |
Comment No. 10: Please expand this section to discuss known material trends and uncertainties that will have, or are reasonably likely to have, a material impact on your revenues or income or result in your liquidity decreasing or increasing in any material way. For example, we note your risk factor disclosure on page 10 regarding the current economic downturn and how that may affect your future growth. Discuss whether you expect this or any other trends you identify to continue and how they may impact your plans to expand, your available liquidity, or any other factors. Please provide similar additional analysis concerning the quality and variability of your earnings and cash flows so that investors can ascertain the likelihood or the extent past performance is indicative of future performance. Please discuss whether you expect levels to remain at this level or to increase or decrease. Also, you should consider discussing the impact of any changes on your earnings. Further, please discuss in reasonable detail:
| • | Economic or industry-wide factors relevant to your company, |
| • | Material opportunities, challenges, and |
| • | Risk in the short and long term and the actions you are taking to address them. |
See Item 303 of Regulation S-K and SEC Release No. 33-8350 (December 19, 2003).
Response: In response to Comment No. 10, we amended the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Registration Statement to include a discussion of trends affecting our business. The amendment refers to various third party reports, articles and studies. SeeTab C for an excerpt of the amendment including cross-references to the following reports, articles and studies:
U.S. Department of Health and Human Services: 65+ in the United States: 2005 | C1 | |||
California HealthCare Foundation: Snapshot Health Care Costs 101, 2008 | C2 | |||
Mintel International Group Limited: Health and Fitness Clubs – US – June 2009 | C3 | |||
