SEC Comment Letter for REGIONAL HEALTH PROPERTIES, INC (RHEP, RHEPA, RHEPB, RHEPZ) (CIK 0001004724) (RHEP) — Aug 2, 2010
REGIONAL HEALTH PROPERTIES, INC (RHEP, RHEPA, RHEPB, RHEPZ) (CIK 0001004724)
Date: Aug. 2, 2010 · CIK: 0001004724 · Accession: 0000000000-10-043714
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33135
Letter
August 2, 2010
Via U.S. Mail and Facsimile to 937-964-8961 Gary L. Wade President and Chief Executive Officer AdCare Health Systems, Inc. 5057 Troy Road Springfield, OH 45502 Re: AdCare Health Systems, Inc. Form 10-K for the fiscal ye ar ended Decem ber 31, 2009 Filed March 31, 2010 File No. 001-33135 Dear Mr. Wade: We have reviewed your filing and have the following comments. Please confirm that you will comply with our comments in future filings. Please respond to this letter within te n business days by providing the requested information or advising us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2009
Definitive Proxy Statement filed on April 30, 2010
Election of Directors, page 3
1. Please discuss the specific experiences, qualificat ions, attributes, or skills that led to the conclusion that the person should serve as a director. Refer to Item 401(e) of Regulation S-K. Summary Compensation Table, page 13
2. For the stock and option awards you have made, we note you have not disclosed the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Refer to Items 402(n)(2)(vi) and (vii) of Re gulation S-K. Please confirm that you will comply.
Gary L. Wade AdCare Health Systems, Inc. August 2, 2010 Page 2
Director Compensati on Table, page 17
3. Similarly, please disclose the aggregate gran t date fair value of the stock and option awards you have made to your directors th at are computed in accordance with FASB ASC Topic 718. Refer to Items 402(r)(2)(iii) and (iv) of Regulation S-K.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please pr ovide a written statement from the company acknowledging that: • The company is responsible for the adequacy and accuracy of the disclo sure in the filing;
• 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
• The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
You may contact Ajay Koduri, Attorney -Adviser, at 202-551-3310 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257 with any questions.
Sincerely,
/s/ Celeste M. Murphy for Larry Spirgel
Assistant Director
Show Raw Text
August 2, 2010
Via U.S. Mail and Facsimile to 937-964-8961
Gary L. Wade President and Chief Executive Officer AdCare Health Systems, Inc. 5057 Troy Road Springfield, OH 45502
Re: AdCare Health Systems, Inc.
Form 10-K for the fiscal ye ar ended Decem ber 31, 2009
Filed March 31, 2010
File No. 001-33135
Dear Mr. Wade:
We have reviewed your filing and have the following comments. Please confirm that you
will comply with our comments in future filings.
Please respond to this letter within te n business days by providing the requested
information or advising us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2009
Definitive Proxy Statement filed on April 30, 2010
Election of Directors, page 3
1. Please discuss the specific experiences, qualificat ions, attributes, or skills that led to the
conclusion that the person should serve as a director. Refer to Item 401(e) of Regulation S-K.
Summary Compensation Table, page 13
2. For the stock and option awards you have made, we note you have not disclosed the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
Refer to Items 402(n)(2)(vi) and (vii) of Re gulation S-K. Please confirm that you will
comply.
Gary L. Wade
AdCare Health Systems, Inc. August 2, 2010 Page 2
Director Compensati on Table, page 17
3. Similarly, please disclose the aggregate gran t date fair value of the stock and option
awards you have made to your directors th at are computed in accordance with FASB
ASC Topic 718. Refer to Items 402(r)(2)(iii) and (iv) of Regulation S-K.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please pr ovide a written statement from the company
acknowledging that:
• The company is responsible for the adequacy and accuracy of the disclo sure in the filing;
• 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
• The company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
You may contact Ajay Koduri, Attorney -Adviser, at 202-551-3310 or Celeste M.
Murphy, Legal Branch Chief, at 202-551-3257 with any questions.
Sincerely,
/s/ Celeste M. Murphy for Larry Spirgel
Assistant Director