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Mail Stop 0308 April 12, 2005
VIA U.S. MAIL AND FACSIMILE
Brenda I. Morris
Chief Financial Officer
Zumiez Inc.
6300 Merrill Creek Parkway, Suite B
Everett, WA 98203
Re: Zumiez Inc.
Registration Statement on Form S-1
File No. 333-122865
Amended March 30, 2005
Dear Ms. Morris:
We have reviewed your amended filing and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
We note your response to our prior comment 4. Please provide an
expanded legal analysis as to why the issuance of securities is
not
required to be registered.1.
2. We note your response to prior comment 3. Please advise us
which
reports are publicly available and file the consents for the
reports
that are not publicly available.
Certain Terms Used in this Prospectus, page ii
3. We note your response to our prior comment 6. Please delete
this
section or relocate it to a more appropriate location in the
registration statement.
Use of Proceeds, page 20
4. We note your response to our prior comment 16. Please disclose
the approximate dollar amount you intend to allocate to each of
the
purposes you have identified.
Management`s Discussion and Analysis
General, page 26
5. On page 28, please specify the steps you intend to take to
increase the percentage of net sales of private label merchandise
in
the future.
Management, page 46
6. We note your response to our prior comment 26. Please account
for
Ms. Kilbourne`s professional experience between May 2001 and 2002
and
between 2003 and September 2004.
Certain Relationship and Related Transactions, page 58
7. We note your response to our prior comment 28. Please file the
Zumiez Holding LLC company agreement as an exhibit.
Underwriting, page 68
8. We note your response to prior comment 35. If the selling
shareholders are affiliates of the company, you should disclose
that
they may be deemed underwriters under the federal securities laws.
We note your response to prior comment 37. Please provide us with
the draft email messages you will send to investors. 9.
10. We note your response to our prior comment 39. Please tell us
the identity of the managing underwriter who will arrange with
NetRoadshow, Inc. to conduct an Internet roadshow.
11. We note your response to prior comment 42. Please include
your
response regarding lock-up restrictions in the registration
statement. Also, if officers, directors and five percent holders
have the right to acquire beneficial ownership of common stock
within
60 days under a contractual commitment that is part of the
directed
share program, you should include the common stock in the
beneficial
ownership table. You also should consider whether disclosure
under
Item 404(a) of Regulation S-K is required with respect to
participation in the directed share program by these parties.
Financial Statements
Notes to Financial Statements
General
12. We have reviewed your response to prior comment 51 and still
believe that you should present revenue disclosures by product
group.
Product line revenue disclosure should mirror the financial
information used to prepare your general-purpose financial
statements. Please tell us the product categories reported to
senior management in daily, weekly or monthly sales reports for
purposes of managing the business. If providing product line
disclosure is impracticable, please revise your filing to so
state.
2. Summary of Significant Accounting Policies, page F-8
Revenue Recognition, page F-10
13. We have reviewed your response to prior comment 53. The
Zumiez
Gift Card Polices section of your website states that a $1.50
monthly
dormant fee is deducted for any 24-month period that the card is
not
used. Please help us understand how this policy reconciles to
your
accounting policy "The Company does not assess gift card dormancy
fees." If your policy is to not charge dormancy fees despite your
legal right to do so, please clarify.
Exhibit 5.1 Legal Opinion[q1][q2][q3]
14. Please confirm to us that the reference and limitation to
"Washington General Corporation Law" includes the statutory
provisions and also all applicable provisions of the Washington
Constitution and reported judicial decisions interpreting these
laws.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
You may contact Yong Kim, Staff Accountant, at (202) 942-
2904,
or George Ohsiek, Accounting Branch Chief, at (202) 942-2905 if
you
have questions regarding comments on the financial statements and
related matters. Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 942-1776, or Ellie Quarles, Special Counsel, at (202) 942-
1859,
or me at (202) 942-1900 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Gary J. Kocher, Esq.
Preston Gates & Ellis LLP
925 Fourth Avenue
Seattle, WA 98104
[q1]
[q2R1]
[q3R2]
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Zumiez, Inc.
April 12, 2005
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