SEC Division of Corporation Finance no-action letter: VG Holding Corporation

2550 HANOVER STREET
PALO ALTO, CA 94304
(650) 251-5000
October 31,2006
VIA FEDERAL EXPRESS
Ms. Carol McGee
Ms. Mary Beth Breslin
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100F Street, NE
Washington, D.C. 20549
Re: VG Holding Cop.-Application for No-Action Relief Under Section 120 of the Securities Exchange Act of 1934, as amended Ladies and Gentlemen:
On behalf of VG Holding Corp., a Delaware corporation ("VG" or the "Company"), we hereby apply for an exemption pursuant to Section 120 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") from the registration requirements of Section 12(g) of the Exchange Act or request that the Staff of the Office of Chief Counsel, Division of Corporation Finance (the "Staff') provide its assurance pursuant to a no-action letter that it will not recommend enforcement action to the Securities and Exchange Commission (the "Commission") if the Company does not comply with the registration requirements of Section 12(g) of the Exchange Act with respect to options granted, and to be granted, to the Company's employees, directors, and consultants and the employees, directors, and consultants of the Company's subsidiaries, under its 2005 Stock Incentive Plan, as amended (the "Plan"). This letter replaces in its entirety the letter submitted to the Office of Chief Counsel, Division of Corporation Finance (the "Division"), dated October 18,2006, which addressed the same topic. BACKGROUND The Company The Company was formed on August 8,2005 for the purpose of acquiring Pandemic Group, LLC,