SEC Company Response from American Caresource Holdings, Inc. (CIK 0001316645) — Sep 14, 2005
American Caresource Holdings, Inc. (CIK 0001316645)
Date: Sept. 14, 2005 · CIK: 0001316645 · Accession: 0001193805-05-001919
AI Filing Summary & Sentiment
File numbers found in text: 333-122820
Letter
September 14, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Attn: David Roberts
Re: American Caresource Holdings, Inc. (the "Company" or the "Registrant") Registration Statement on Form SB-2 filed February 14, 2005 File No. 333-122820
Dear Mr. Roberts:
Filed today is Amendment No. 6 to the above referenced registration statement (the "Registration Statement") marked to show changes from the registration statement filed with the Commission on August 12, 2005. This letter responds to the Commission's letter to the Company, dated August 24, 2005 (the "SEC Letter"), regarding the Registration Statement. Set forth below is the text of the comment contained in the SEC Letter and the Company's response thereto. The heading and numbered paragraphs below correspond to the headings and paragraph numbers in the SEC Letter. Page references in the Company's responses to the SEC comments correspond to the page numbers in the enclosed marked copy of the amended Registration Statement.
Risk Factors, page 7
1. On page 17, you note that your decrease in revenues was due to the fluctuation in claims mix and claims volume inherent in the health benefits industry. Please add a risk factor discussing the risk of fluctuation in claims mix and claims volume.
A risk factor has been added to page 10 in response to the Staff's comment above.
Liquidity and Capital Resources, page 18
2. The Second Addendum to Credit Agreement (Exhibit 10.13) states that "principal and any unpaid interest, will be payable in a single payment due on July 31, 2006." Please revise this section to explicitly note that the outstanding principal and interest on the line of credit are due in full on July 31, 2006.
<PAGE>
Securities and Exchange Commission September 14, 2005 Page 2
The Registration Statement has been revised at pages 19 and 22 in response to the Staff's comment above.
Financial Statements
Balance Sheets, page F-3
3. The balance sheet reflects $1 in common stock after effecting a 110,000 to 1 stock split at year end and $110,000 at June 30, 2005. Tell us how the par value and common stock account reflects the stock split for each of these periods and revise for consistency.
The dollar amount in common stock has been adjusted in response to the Staff's comment above.
Quarterly Results (Unaudited), page F-16
4. Adjust the net loss per common share amounts for the June 2, 2005 stock split.
The amounts for net loss per common share have been adjusted in response to the Staff's comment above.
Exhibit 10.13 - Second Addendum to Credit Agreement
5. We note that the Second Addendum to Credit Agreement was not signed by Wells Fargo Bank. Please file an updated copy of the agreement that was singed by Wells Fargo Bank.
An updated copy of the Second Addendum to the Credit Agreement has been filed as Exhibit 10.13. This agreement has been signed by Wells Fargo Bank.
6. We note that the Consent to Second Addendum to Credit Agreement, Ratification of Guaranty and Waiver of Claims was not signed by John Pappajohn. Please file an updated copy of the agreement that was signed by Mr. Pappajohn. Also, please file the Consent to Second Addendum to Credit Agreement, Ratification of Guaranty and Waiver of claims for Derace Schaffer or advise us why this was not included.
<PAGE>
Securities and Exchange Commission September 14, 2005 Page 3
In response to the Staff's comment above, an updated copy of the Consent to Second Addendum to Credit Agreement, Ratification of Guaranty and Waiver of Claims that has been signed by Mr. Pappajohn has been filed as Exhibit 10.14. In addition, a signed copy of the Consent to Second Addendum to Credit Agreement, Ratification of Guaranty and Waiver of Claims for Derace Schaffer has also been filed as Exhibit 10.15.
Exhibit 23.2
7. Please have your auditors update their consent to make reference to their dual-dated opinion.
The auditors' consent has been updated in response to the Staff's comment above.
We appreciate your prompt response to our filing. If you have any questions, or if we may be of any assistance, please contact the undersigned at (973) 622-4444.
Very truly yours,
/s/ Jeffrey A. Baumel
Show Raw Text
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Jeffrey A. Baumel
973.639.5904
Fax 973.297.3814
jbaumel@mccarter.com
September 14, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: David Roberts
Re: American Caresource Holdings, Inc. (the "Company" or the "Registrant")
Registration Statement on Form SB-2 filed February 14, 2005 File No.
333-122820
Dear Mr. Roberts:
Filed today is Amendment No. 6 to the above referenced registration
statement (the "Registration Statement") marked to show changes from the
registration statement filed with the Commission on August 12, 2005. This letter
responds to the Commission's letter to the Company, dated August 24, 2005 (the
"SEC Letter"), regarding the Registration Statement. Set forth below is the text
of the comment contained in the SEC Letter and the Company's response thereto.
The heading and numbered paragraphs below correspond to the headings and
paragraph numbers in the SEC Letter. Page references in the Company's responses
to the SEC comments correspond to the page numbers in the enclosed marked copy
of the amended Registration Statement.
Risk Factors, page 7
1. On page 17, you note that your decrease in revenues was due to the
fluctuation in claims mix and claims volume inherent in the health
benefits industry. Please add a risk factor discussing the risk of
fluctuation in claims mix and claims volume.
A risk factor has been added to page 10 in response to the Staff's comment
above.
Liquidity and Capital Resources, page 18
2. The Second Addendum to Credit Agreement (Exhibit 10.13) states that
"principal and any unpaid interest, will be payable in a single payment
due on July 31, 2006." Please revise this section to explicitly note that
the outstanding principal and interest on the line of credit are due in
full on July 31, 2006.
<PAGE>
Securities and Exchange Commission
September 14, 2005
Page 2
The Registration Statement has been revised at pages 19 and 22 in response
to the Staff's comment above.
Financial Statements
Balance Sheets, page F-3
3. The balance sheet reflects $1 in common stock after effecting a 110,000 to
1 stock split at year end and $110,000 at June 30, 2005. Tell us how the
par value and common stock account reflects the stock split for each of
these periods and revise for consistency.
The dollar amount in common stock has been adjusted in response to the
Staff's comment above.
Quarterly Results (Unaudited), page F-16
4. Adjust the net loss per common share amounts for the June 2, 2005 stock
split.
The amounts for net loss per common share have been adjusted in response
to the Staff's comment above.
Exhibit 10.13 - Second Addendum to Credit Agreement
5. We note that the Second Addendum to Credit Agreement was not signed by
Wells Fargo Bank. Please file an updated copy of the agreement that was
singed by Wells Fargo Bank.
An updated copy of the Second Addendum to the Credit Agreement has been
filed as Exhibit 10.13. This agreement has been signed by Wells Fargo
Bank.
6. We note that the Consent to Second Addendum to Credit Agreement,
Ratification of Guaranty and Waiver of Claims was not signed by John
Pappajohn. Please file an updated copy of the agreement that was signed by
Mr. Pappajohn. Also, please file the Consent to Second Addendum to Credit
Agreement, Ratification of Guaranty and Waiver of claims for Derace
Schaffer or advise us why this was not included.
<PAGE>
Securities and Exchange Commission
September 14, 2005
Page 3
In response to the Staff's comment above, an updated copy of the Consent
to Second Addendum to Credit Agreement, Ratification of Guaranty and
Waiver of Claims that has been signed by Mr. Pappajohn has been filed as
Exhibit 10.14. In addition, a signed copy of the Consent to Second
Addendum to Credit Agreement, Ratification of Guaranty and Waiver of
Claims for Derace Schaffer has also been filed as Exhibit 10.15.
Exhibit 23.2
7. Please have your auditors update their consent to make reference to their
dual-dated opinion.
The auditors' consent has been updated in response to the Staff's comment
above.
We appreciate your prompt response to our filing. If you have any
questions, or if we may be of any assistance, please contact the undersigned at
(973) 622-4444.
Very truly yours,
/s/ Jeffrey A. Baumel
Jeffrey A. Baumel
JAB:an
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