|
| TROUTMAN SANDERS LLP |
Attorneys at Law | ||
Bank of America Plaza | ||
600 Peachtree Street, NE, Suite 5200 | ||
Atlanta, GA 30308-2216 | ||
404.885.3000 telephone | ||
404.885.3900 facsimile | ||
troutmansanders.com |
June 8, 2012
BY EDGAR AND FEDEX
Mr. Larry Spirgel
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: JTH Holding, Inc.
Amendment No. 2 to Form 10-12G
Filed June 1, 2012
File No. 000-54660
Dear Mr. Spirgel:
On behalf of JTH Holding, Inc. (the “Company”), the undersigned has set forth below the response of the Company to the comment of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) communicated during a telephone conference on June 6, 2012 between the Staff and the undersigned, and relating to the information included in the Exhibit Index included in Item 15 of the Company’s Registration Statement on Form 10-12G. Based on the following response and discussions with the Staff, the Company respectfully submits that an amendment to the above-referenced Registration Statement on Form 10-12G in response to the Staff’s comment would not be appropriate.
In response to the Staff’s comment, the Company confirms that in its future filings with the Commission it will, with respect to exhibits that are designated as “previously filed” and have been incorporated by reference in its Exhibit Index, include in the narrative description of the particular exhibit under “Exhibit Description” a specific reference to the prior filing with the Commission in which such exhibit was previously filed. Further, the Company confirms that in its future filings with the Commission it will, with respect to exhibits for which confidential treatment has been, or will be, requested, designate those exhibits accordingly to indicate that confidential treatment has been requested, that portions of the exhibits have been redacted, and that the redacted portions have been separately filed with the Commission.
* * *
ATLANTA CHICAGO HONG KONG NEW YORK NEWARK NORFOLK ORANGE COUNTY PORTLAND
RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC
In connection with this response to the Staff’s comment, the Company acknowledges the following:
· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· 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
· 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.
| Sincerely, |
|
|
| /s/ David W. Ghegan |
|
|
| David W. Ghegan |
cc: James J. Wheaton
General Counsel, Vice President of Legal and Governmental Affairs
JTH Holding, Inc.
Ajay Koduri
Staff Attorney, United States Securities and Exchange Commission