THE COAST DISTRIBUTION SYSTEM, INC.
350 Woodview Avenue
Morgan Hill, California 95037
(408) 782-6686
October 3, 2013
VIA EDGAR
Division of Corporation Finance
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Attention: Justin Dobbie, Legal Branch Chief
Re: | The Coast Distribution System, Inc. (File No. 1-9511): |
Form 10-K for Year Ended December 31, 2012, Filed March 29, 2013, as amended April 30, 2013
Company Responses to SEC Staff Comment Letter dated September 24, 2013
Ladies and Gentlemen:
Set forth in the attachment to this letter are the responses of The Coast Distribution System, Inc. (the “Company” or “we” or “us”) to the comments of the Staff of the Securities and Exchange Commission in its letter dated September 24, 2013 (the “Comment Letter”) relating to the Company’s 2012 Annual Report on Form 10-K filed with the Commission on March 29, 2013 and amended on April 30, 2013.
If you have any questions or would like to discuss these responses with us, please do not hesitate to call me at (408) 782-6686, Ext. 2167.
Sincerely, |
/s/ SANDRA A. KNELL |
Sandra A. Knell, Executive Vice President & Chief Financial Officer |
cc: | Ryan Adams |
RESPONSES OF THE COAST DISTRIBUTION SYSTEM, INC. (FILE NO. 1-9511)
TO THE COMMENTS OF THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION
RELATING TO THE FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012, AS AMENDED
Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2012
Certain Relationships and Related Transactions, page 15
1. YOUSTATEHERETHATTHEREWERENOTRANSACTIONSTODISCLOSEPURSUANTTO ITEM 404(A)OF REGULATION S-K. HOWEVER,ONPAGE 24OFYOURDEFINITIVEPROXYSTATEMENTFILEDON JULY 24, 2013,YOUIDENTIFYARELATEDPARTYTRANSACTIONBETWEENTHECOMPANYAND LONE STAR RV, INC.
PLEASEEXPLAINTOUSTHEAPPARENTINCONSISTENCY.
Company Response:
The disclosure in Item 13 of Amendment No. 1 to Form 10-K was based on our understanding (which we subsequently learned was incorrect) that, in the case of stockholders, Item 404(a) of Regulation S-K required disclosure of related party transactions involving holders of more than 10% of our outstanding shares. As a result, the statement in Item 13, that “there were no transactions or any series of similar transactions engaged in by the Company in which any . . . holder of more than 10% of our common stock . . . had any direct or indirect material interest” was literally correct. Our misunderstanding of Rule 404(a) in this regard was unintentional.
In connection with the preparation of the Proxy Statement for our 2013 Annual Stockholders Meeting, we were advised that Item 404(a) of Regulation S-K requires the disclosure of any transaction or series of transactions in which any beneficial owner of more than 5% of our shares has a direct or indirect material interest. Therefore, because Lone Star RV Sales, Inc. was the beneficial owner of approximately 5.1% of our outstanding shares as of the record date for our 2013 Annual Stockholders Meeting, we included in the Proxy Statement a description of our 2012 product sales to Lone Star RV Sales, Inc. which, as disclosed in the Proxy Statement, were made by us in the ordinary course of our business and on the same terms, including prices, as sales in similar quantities of comparable products that we made to unaffiliated customers.
2. WEALSONOTEYOURDISCLOSUREONPAGE 2THATONEOFYOURDIRECTORSISASHAREHOLDERATALAWFIRMTHATPROVIDEDLEGALSERVICESTOTHECOMPANYIN 2012. PLEASEPROVIDEUSWITHTHEBASISFORYOURCONCLUSIONTHATYOUWERENOTREQUIREDTOINCLUDEDISCLOSUREREGARDINGTHISRELATIONSHIPPURSUANTTO ITEM 404(A)OF REGULATION S-K.
Company Response:
The fees paid by the Company to the law firm in question in fiscal 2012 were substantially less than the $120,000 that is the threshold for reporting related party transactions pursuant to Item 404(a) of Regulation S-K. Moreover, we have been informed by that law firm that those fees represented substantially less than 1% of its gross revenues in 2012. This was also the case in our fiscal years ended December 31, 2011 and 2010.
Acknowledgements
We also acknowledge that:
• | We are responsible for the adequacy and accuracy of the disclosure in our filings; |
• | 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 |
• | We 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. |