SEC Comment Letter for PER SE TECHNOLOGIES INC (CIK 0000878556) — Nov 18, 2005
PER SE TECHNOLOGIES INC (CIK 0000878556)
Date: Nov. 18, 2005 · CIK: 0000878556 · Accession: 0000000000-05-058646
AI Filing Summary & Sentiment
File numbers found in text: 333-128612
Referenced dates: October 27, 2005
Letter
Mail Stop 4561 November 18, 2005 Paul J. Quiner, Esq. Senior Vice President and General Counsel Per-Se Technologies, Inc. 1145 Sanctuary Parkway, Suit 200 Alpharetta, GA 30004
Re: Per-Se Technologies, Inc. Registration Statement on Form S-4 Filed September 27, 2005 File No. 333-128612
Dear Mr. Quiner:
We have reviewed your responses and have the following comment.
Financial Information 1. As you indicated in your response to prior comment 1 of our letter dated October 27, 2005, you are soliciting a shareholder vote on the merger between NCDHealth and Per Se that, if favorable, will result in the sale of NDCHealth`s information management business to a third party. Because it appears that there will not be a separate opportunity for shareholders to vote on the asset sale, the solicitation to authorize the merger is also a solicitation with respect to the asset sale and information related to the asset sale must be provided in the proxy statement, your arguments to the contrary notwithstanding. See Note A to Schedule 14A. Guidance as to the financial statements required in connection with a sale of a substantial part of a company`s assets is provided in Amendment 3 to the publicly available telephone interpretations of the Division of Corporation Finance (July 2000). See Section H, Question 6. Note that in addition to the audited financial information for the companies and the pro forma information, which you have provided, you must provide unaudited financial statements for the same periods as are required for NCDHealth. Please revise accordingly or provide a written response explaining why the sale does not constitute a substantial part of the company`s assets.
We direct your attention to Rule 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Please address all your comments to Maryse Mills-Apenteng at 202-551-3457 or in her absence, to Anne Nguyen, Special Counsel at 202-551-3611. If you still require further assistance, please contact the undersigned at 202-551-3738.
Sincerely,
Barbara C. Jacobs
Assistant Director
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<TEXT>
Mail Stop 4561
November 18, 2005
Paul J. Quiner, Esq.
Senior Vice President and General Counsel
Per-Se Technologies, Inc.
1145 Sanctuary Parkway, Suit 200
Alpharetta, GA 30004
Re: Per-Se Technologies, Inc.
Registration Statement on Form S-4
Filed September 27, 2005
File No. 333-128612
Dear Mr. Quiner:
We have reviewed your responses and have the following
comment.
Financial Information
1. As you indicated in your response to prior comment 1 of our
letter
dated October 27, 2005, you are soliciting a shareholder vote on
the
merger between NCDHealth and Per Se that, if favorable, will
result
in the sale of NDCHealth`s information management business to a
third
party. Because it appears that there will not be a separate
opportunity for shareholders to vote on the asset sale, the
solicitation to authorize the merger is also a solicitation with
respect to the asset sale and information related to the asset
sale
must be provided in the proxy statement, your arguments to the
contrary notwithstanding. See Note A to Schedule 14A. Guidance
as
to the financial statements required in connection with a sale of
a
substantial part of a company`s assets is provided in Amendment 3
to
the publicly available telephone interpretations of the Division
of
Corporation Finance (July 2000). See Section H, Question 6. Note
that in addition to the audited financial information for the
companies and the pro forma information, which you have provided,
you
must provide unaudited financial statements for the same periods
as
are required for NCDHealth. Please revise accordingly or provide
a
written response explaining why the sale does not constitute a
substantial part of the company`s assets.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Please address all your comments to Maryse Mills-Apenteng at
202-551-3457 or in her absence, to Anne Nguyen, Special Counsel at
202-551-3611. If you still require further assistance, please
contact the undersigned at 202-551-3738.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via facsimile: 404-572-5136
Tyler Dempsey, Esq.
Alston & Bird LLP
1201 West Peachtree Street
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Paul J. Quiner, Esq.
Per-Se Technologies, Inc.
November 18, 2005
Page 1
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