SEC Comment Letter for AMN HEALTHCARE SERVICES INC (AMN) (CIK 0001142750) (AMN) — Nov 18, 2008
AMN HEALTHCARE SERVICES INC (AMN) (CIK 0001142750)
Date: Nov. 18, 2008 · CIK: 0001142750 · Accession: 0000000000-08-056925
AI Filing Summary & Sentiment
File numbers found in text: 001-16753
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE MAIL STOP 3561 October 30, 2008 Ms. Susan R. Nowakowski Chief Executive Officer AMN Healthcare Services, Inc. 12400 High Bluff Drive, Suite 100 San Diego, CA 92130
Re: AMN Healthcare Services, Inc. Form 10-K Filed February 29, 2008 File No. 001-16753 Schedule 14A Filed March 4, 2008
Dear Ms. Nowakowski:
We have reviewed your filing and have the following comment. Where indicated, we think you should revise your future filin gs in response to this comment. 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 information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments.
Please understand that the purpose of our re view 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Schedule 14A
Compensation Discussion and Analysis, page 9
1. We note the cash incentive performance bonus discussed on page 11 and included in the non-equity incentive plan compensation column of the summary compensation table. It is unclear why this plan is not included in the grants of
Ms. Susan R. Nowakowski AMN Healthcare Services, Inc. October 30, 2008 Page 2
plan-based awards table on page 19. In futu re filings please include this plan in the table or explain why such disclosure is not required.
As appropriate, please respond to this co mment within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of any proposed changes to expedite ou r review. Please furnish a cover letter that keys your responses to our comment and provi des any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
Please contact Jay Williamson at (202) 551-3393 or Pam Howell at (202) 551- 3357 at with any questions.
Sincerely,
John Reynolds
Assistant Director
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 3561
October 30, 2008
Ms. Susan R. Nowakowski
Chief Executive Officer
AMN Healthcare Services, Inc.
12400 High Bluff Drive, Suite 100
San Diego, CA 92130
Re: AMN Healthcare Services, Inc.
Form 10-K
Filed February 29, 2008
File No. 001-16753
Schedule 14A
Filed March 4, 2008
Dear Ms. Nowakowski:
We have reviewed your filing and have the following comment. Where indicated,
we think you should revise your future filin gs in response to this comment. 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 information so we may better understand your disclosure. After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Schedule 14A
Compensation Discussion and Analysis, page 9
1. We note the cash incentive performance bonus discussed on page 11 and included
in the non-equity incentive plan compensation column of the summary compensation table. It is unclear why this plan is not included in the grants of
Ms. Susan R. Nowakowski
AMN Healthcare Services, Inc.
October 30, 2008
Page 2
plan-based awards table on page 19. In futu re filings please include this plan in
the table or explain why such disclosure is not required.
As appropriate, please respond to this co mment within 10 business days or tell us
when you will provide us with a response. You may wish to provide us with marked
copies of any proposed changes to expedite ou r review. Please furnish a cover letter that
keys your responses to our comment and provi des any requested information. Detailed
cover letters greatly facilitate our review. Please understand that we may have additional
comments after reviewing your responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Jay Williamson at (202) 551-3393 or Pam Howell at (202) 551-
3357 at with any questions.
Sincerely,
John Reynolds
Assistant Director