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SEC Comment Letter for eHealth, Inc. (EHTH) (CIK 0001333493) (EHTH) — Sep 26, 2006

eHealth, Inc. (EHTH) (CIK 0001333493)
Date: Sept. 26, 2006 · CIK: 0001333493 · Accession: 0000000000-06-046590

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Document Type
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SEC Posture
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Summary

Reasoning

File numbers found in text: 333-133526

Date
September 26, 2006
Author
Jeffrey Riedler
Form
UPLOAD
Company
eHealth, Inc. (EHTH) (CIK 0001333493)

Letter

Mail Stop 6010 September 26, 2006 Gary L. Lauer Chief Executive Officer eHealth, Inc. 440 East Middlefield Road Mountain View, California 94043

Re: eHealth, Inc. Registration Statement on Form S-1, Amendment 4 Filed September 25, 2006 File No. 333-133526

Dear Mr. Lauer:

We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de 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.

FORM S-1

Any legal liability, regulatory penalties, or negative publicity . . . , page 17

1. Please state the amount of the fines Wash ington and Arkansas are attempting to charge you. If you do not yet know, stat e the maximum amount allowed by law for the alleged violations.

Gary L. Lauer eHealth, Inc. September 26, 2006 Page 2 Exhibit 5.1: Legal Opinion

2. Rather than referring to “proceedings being taken or contemplated by us . . . to be taken,” counsel should specifically identify the proceedings. If this phrase refers to the sale of the securities as outlined in the registration statement, counsel should state that fact.

3. Counsel bases the opinion, in part, on the “completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the vari ous states where required.” Counsel should remove this language from the opinion, as it assu mes away the issue being opined upon.

* * *

As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate 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 a dvance of the requested effective date.

You may contact Todd Sherman at (202) 551-3665 or Donald Abbott at (202) 551-3608 if you have questions regarding comm ents on the financial statements and related matters. Please c ontact Greg Belliston at (202) 551-3861 or me at (202) 551-3715 with any other questions.

S i n c e r e l y ,

J e f f r e y R i e d l e r A s s i s t a n t D i r e c t o r

cc: Robert V. Gunderson, Jr., Esq. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 155 Constitution Drive Menlo Park, California 94025

Show Raw Text
Mail Stop 6010

        September 26, 2006

Gary L. Lauer
Chief Executive Officer
eHealth, Inc.
440 East Middlefield Road
Mountain View, California 94043

 Re: eHealth, Inc.
  Registration Statement on Form S-1, Amendment 4
  Filed September 25, 2006
  File No. 333-133526

Dear Mr. Lauer:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de 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.

FORM S-1

Any legal liability, regulatory penalties,  or negative publicity . . . , page 17

1. Please state the amount of the fines Wash ington and Arkansas are attempting to
charge you.  If you do not yet know, stat e the maximum amount allowed by law
for the alleged violations.

Gary L. Lauer
eHealth, Inc. September 26, 2006 Page 2
Exhibit 5.1: Legal Opinion

2. Rather than referring to “proceedings being taken or contemplated by us . . . to be taken,” counsel should specifically identify the proceedings.  If this phrase refers
to the sale of the securities as outlined  in the registration statement, counsel
should state that fact.

3. Counsel bases the opinion, in part, on the “completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the
securities laws of the vari ous states where required.”  Counsel should remove this
language from the opinion, as it assu mes away the issue being opined upon.

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.

 You may contact Todd Sherman at (202)  551-3665 or Donald  Abbott at (202)
551-3608 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Greg Belliston at (202) 551-3861 or me at (202) 551-3715
with any other questions.

        S i n c e r e l y ,

        J e f f r e y  R i e d l e r
        A s s i s t a n t  D i r e c t o r

cc: Robert V. Gunderson, Jr., Esq.
 Gunderson Dettmer Stough Villeneuve  Franklin & Hachigian, LLP
 155 Constitution Drive
 Menlo Park, California 94025