Pomeroy It Solutions Inc – ‘PRER14A’ on 6/1/07 – ‘COVER’

On:  Friday, 6/1/07, at 5:24pm ET   ·   Private-to-Public:  Document ¶  –  Release Delayed to:  2/26/09   ·   Accession #:  1133796-7-168   ·   File #:  0-20022

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Revised Preliminary Proxy Solicitation Material   —   Sch. 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Proxy Solicitation Material       43    234K 
 2: COVER     ¶ Comment-Response or Cover Letter to the SEC            4      9K 

Delayed-Release ‘COVER’   —   Comment-Response or Cover Letter to the SEC

COVER
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[LOGO OF GREENBERG TRAURIG]                                                     

Steven E. Segal                                                                 
Tel. 303.572.6519                                                               
Fax. 720.904.7619                                                               
segalst@gtlaw.com                                                               

June 1, 2007                                                                    

Securities and Exchange Commission                                              
100 F. Street, N.E.                                                             
Washington, D.C. 20549-3628                                                     
Attention: Mr. Daniel F. Duchovny                                               

Re:  Pomeroy IT Solutions, Inc.                                                 
Preliminary Proxy Statement on Schedule 14A Filed May 18, 2007        
File No. 000-20022                                                    

Dear Sir or Madam:                                                              

This letter responds to the Staff's comments to our client,   ALBANY            
Pomeroy IT Solutions, Inc. (the "Company"), with respect to   AMSTERDAM         
the preliminary proxy statement referenced above. Below are   ATLANTA           
responses to each comment in the Staff's comment letter. For  BOCA RATON        
the convenience of the Staff, each comment is repeated        BOSTON            
before the response. We are contemporaneously filing a        CHICAGO           
revised preliminary proxy statement reflecting the Staff's    DALLAS AMSTERDAM  
comments and our responses set forth below.                   ATLANTA           
                                                    DELAWARE
1.   Comment: Please fill in the blanks in your document.     DENVER            
                                                           FORT LAUDERDALE
Response: The Company notes the Staff's comment. The Company  HOUSTON           
has filled in certain blanks and all remaining blanks will    LAS VEGAS         
be completed in the Company's next preliminary proxy          LOS ANGELES       
statement or definitive proxy statement.                      MIAMI             
                                                      NEW JERSEY
2.   Comment: Please revise the cover page of your proxy      NEW YORK          
statement and the form of proxy to clearly identify it as     ORANGE COUNTY, CA 
being preliminary. See Rule 14a-6(e)(1) of Regulation 14A.    ORLANDO           
                                                        PHILADELPHIA
Response: The cover page of the proxy statement and form of   PHOENIX           
proxy have been revised in response to the Staff's comment.   SACRAMENTO        
                                                          SILICON VALLEY
3.   Comment: We note that you and D.F. King may employ       TALLAHASSEE       
various methods to solicit proxies, including mail,           TAMPA             
telephone, telegraph, facsimile, e-mail, in person and in     TOKYO             
postings on your web site or otherwise. Be advised that all   TYSONS CORNER     
written soliciting materials, including any e-mails or        WASHINGTON,   D.C.
scripts to be used in soliciting proxies over the telephone   WEST PALM BEACH   
or any other medium, must be filed under the cover of         ZURICH            
Schedule 14A on the date of first use. Refer to Rule          ------------------
14a-6(b) and (c). Please confirm you understanding.           www.gtlaw.com     

Greenberg Traurig, LLP | Attorneys at Law | The Tabor Center, 1200 17th Street, 
Suite 2400 | Denver, Colorado 80202 | Tel. 303.572.6500 | Fax 303.572.6540

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Response: The Company confirms its understanding that all written soliciting    
materials must be filed under the cover of Schedule 14A on the date of first    
use.                                                                            

4.   Comment: Please describe what other methods of soliciting proxies will be  
used rather than state "otherwise." Also, tell us whether the solicitation of   
proxies via the Internet will include solicitations via internet chat rooms and 
tell us which websites you plan to utilize.                                     

Response: The section captioned "Proxy Solicitation and Expenses" of the        
preliminary proxy statement has been revised in response to the Staff's comment.
The Staff is advised supplementally that the Company does not intend to solicit 
proxies via the Internet.                                                       

5.   Comment: We note your disclosure that broker non-votes will be counted for 
quorum purposes. Given that this election is contested, please tell us, with a  
view toward revised disclosure, your basis for counting broker non-votes towards
a quorum in this election.                                                      

Response: The section captioned "Proxy Solicitation and Expenses" of the        
preliminary proxy statement has been revised in response to the Staff's comment.

6.   Comment: We note your disclosure that the persons listed in Appendix A "may
be deemed" participants. Please refer to the definition of "participant" in     
Instruction 3 to Item 4 of Schedule 14A and revise your disclosure to remove    
doubt as to who is or is not a participant in your solicitation. Please make a  
similar revision in Appendix A.                                                 

Response: The section captioned "Proxy Solicitation and Expenses" and Appendix A
of the preliminary proxy statement have been revised in response to the Staff's 
comment.                                                                        

7.   Comment: Each statement or assertion of opinion or belief must be clearly  
characterized as such, and a reasonable factual basis must exist for each such  
opinion or belief. Support for opinions or beliefs should be self-evident,      
disclosed in the proxy statement or provided to the Staff on a supplemental     
basis. We note, for example, your assertion that the board believes recent      
results of operations and prospects demonstrate that current management is      
successfully implementing your strategy and that the board believes a change in 
the board composition, even of a minority of directors, or in management would  
be disruptive to your efforts to maximize stockholder value.                    

Response: The section captioned "Reasons for the Board's Opposition to the Flagg
Street Nominees" has been revised in response to the Staff's comment.           

8.   Comment: You must avoid statements that directly or indirectly impugn the  
character, integrity, or personal reputation or make charges of illegal or      
immoral conduct without factual foundation. Note that the factual foundation for
such assertions must be reasonable and the factual basis must be disclosed in   
the document or provided to the Staff on a supplemental basis. Refer to Rule    
14a-9. We note your concerns about Flagg Street nominees' lack of experience in 
and knowledge of the Company's business.                                        

Response: The second bullet point under the section captioned "Reasons for the  
Board's Opposition to the Flagg Street Nominees" has been revised in response to
the Staff's comment.                                                            

Greenberg Traurig, LLP

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9.   Comment: Please tell us, with a view toward revised disclosure, what       
specific SEC regulation requires the execution of a confidentiality agreement,  
as stated in the fifth bullet point on page 1.                                  

Response: The fifth bullet point under the section captioned "Reasons for the   
Board's Opposition to the Flagg Street Nominees" has been revised in response to
the Staff's comment to clarify that the Company is referring to Regulation FD   
compliance.                                                                     

10.  Comment: With respect to the fourth and fifth bullet points on page 1,     
please provide additional background relating to your discussions with Flagg    
Street and its representatives. We note the description of potential settlement 
discussions included in Flagg Street's proxy materials.                         

Response: The section captioned "Reasons for the Board's Opposition to the Flagg
Street Nominees" has been expanded in response to the Staff's comment to provide
additional background relating to the Company's discussions with Flagg Street.  
See bullet points five, six, seven and eight.                                   

11.  Comment: Please provide support for your statement that Flagg Street could 
try to generate "potential adverse publicity" about the Company, its board or   
its management. Refer to Rule 14a-9                                             

Response: Clause (c) of the ninth bullet point has been revised in response to  
the Staff's comment.                                                            

Closing Comments:  The statement requested from the Company is attached hereto. 

Please direct any questions or comments to the undersigned. My direct contact   
information is set forth above.                                                 

Sincerely,                                                                      

/s/ Steven E. Segal                                                             

Steven E. Segal                                                                 

Enclosure                                                                       

Greenberg Traurig, LLP

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Pomeroy IT Solutions, Inc.
1020 Petersburg Road
Hebron, Kentucky 41048

June 1, 2007                                                                    

Securities and Exchange Commission                                              
100 F. Street, N.E.                                                             
Washington, D.C. 20549-3628                                                     
Attention: Mr. Daniel F. Duchovny                                               

Re:  Pomeroy IT Solutions, Inc. (the "Company")                                 
Preliminary Proxy Statement on Schedule 14A Filed May 18, 2007        
File No. 000-20022                                                    

Dear Sir or Madame:                                                             

As requested by the Staff in connection with its comments to the                
above-referenced preliminary proxy statement, the Company hereby acknowledges:  

     o    the  Company is  responsible  for the  adequacy  and  accuracy  of the
disclosure in the filing;                                   

     o    Staff  comments or changes to disclosure in response to Staff comments
          do not foreclose the Commission  from taking an action with respect to
the filing; and                                             

     o    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/ Kevin Gregory                                                 
-------------------------------------------------                 
Title: Senior Vice President and Chief Financial Officer                        

Greenberg Traurig, LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRER14A’ Filing		Date		First		Last			Other Filings
Filed on:		6/1/07		1		4
		5/18/07		1		4			PREC14A
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