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| FILE NO: 78681.101022 | |
February 8, 2013
VIA EDGAR
Mr. Pamela Long
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
RE: Zep, Inc.
Registration Statement on Form S-3
Filed on January 18, 2013
File No. 333-186093
Dear Ms. Long:
As counsel to Zep, Inc., a Delaware corporation (the “Company”), we are transmitting for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), Pre-Effective Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form S-3 (File No. 333-186093) (the “Registration Statement”) and the Company’s response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission contained in your letter dated January 30, 2013.
For convenience of reference, the Staff’s comment contained in your January 30, 2013 comment letter is reprinted below in italics, numbered to correspond with the paragraph number assigned in your letter, and is followed by the corresponding response of the Company.
General
1. Paragraph four on page three of counsel’s opinion states that the Preferred Stock Purchase Rights will be “validly issued” when issued in accordance with the terms of the Amended Rights Agreement. Please note that counsel must opine that the rights are binding obligations of the registrant under the law of the jurisdiction governing the rights agreement. Please see Staff Legal Bulletin No. 19 at II.B.1.g.
RESPONSE: The Company has filed, as part of Amendment No. 1, a revised opinion of counsel in response to the Staff’s comments.
2. At the top of page four of counsel’s opinion, counsel states that when the various conditions enumerated earlier in that paragraph are met, then “the Depositary Shares will be validly issued.” Please note that counsel must also opine that the Depositary Shares will entitle their holders to the rights specified in the Deposit Agreement and the Depositary Receipt. Please see Staff Legal Bulletin No. 19 at II.B.1.d.
RESPONSE: The Company has filed, as part of Amendment No. 1, a revised opinion of counsel in response to the Staff’s comments.
If you have any questions or comments regarding the foregoing, or have additional questions or comments, please contact the undersigned at (404) 888-4077.
| Very truly yours, |
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| /s/ Christopher C. Green |
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| Christopher C. Green |
cc: | Philip Theodore |
| Leland Benton |
| G. Roth Kehoe |
