SEC Company Response from eHealth, Inc. (EHTH) (CIK 0001333493) (EHTH) — Oct 2, 2006
eHealth, Inc. (EHTH) (CIK 0001333493)
Date: Oct. 2, 2006 · CIK: 0001333493 · Accession: 0001193125-06-201358
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-133526
Letter
VIA EDGAR AND OVERNIGHT COURIER Securities and Exchange Commission Division of Corporation Finance Attention: Jeffrey Riedler and Gregory S. Belliston Re: eHealth, Inc. Registration Statement on Form S-1 File No. 333-133526
Dear Mr. Riedler and Mr. Belliston:
On behalf of eHealth, Inc. (the “Company”) and as a follow up to a telephone conversation with Mr. Belliston on September 28, 2006, this letter responds to the comments set forth in the letter to the Company dated September 26, 2006 from the staff of the Securities and Exchange Commission (the “Staff”). For your convenience, we have repeated and numbered the comments from the September 26, 2006 letter in italicized print, and the Company’s responses are provided below each comment.
Form S-1
Any legal liability, regulatory penalties, or negative publicity . . . , page 17
1. Please state the amount of the fines Washington and Arkansas are attempting to charge you. If you do not yet know, state the maximum amount allowed by law for the alleged violation.
RESPONSE TO COMMENT 1:
***
Confidential material redacted and filed separately with the Commission.
Jeffrey Riedler and Gregory Belliston
October 2, 2006
Confidential Treatment Requested by eHealth, Inc.
Page 2
Exhibit 5.1
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.
RESPONSE TO COMMENT 2:
In response to the Staff’s comment, counsel will revise the opinion to remove the reference to “proceedings being taken or contemplated by us . . . to be taken” to instead refer to the proceedings being taken or contemplated to be taken prior to the sale of securities in the manner described in the Registration Statement. The Company will file the revised opinion with a pre-effective amendment to the Company’s Registration Statement.
3. Counsel bases the opinion, in part, on the “completion of proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required.” Counsel should remove this language from the opinion, as it assumes away the issue being opined upon.
RESPONSE TO COMMENT 3:
In response to the Staff’s comment, counsel will revise the opinion to remove the reference to the “completion of proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required.” The Company will file the revised opinion with a pre-effective amendment to the Company’s Registration Statement.
Jeffrey Riedler and Gregory Belliston
October 2, 2006
Confidential Treatment Requested by eHealth, Inc.
Page 3
* * * * *
Please do not hesitate to contact me at (650) 463-5244 if you have any questions or would like additional information regarding this matter.
Very truly yours,
/s/ Bennett L. Yee
Show Raw Text
CORRESP 1 filename1.htm Response Letter Confidential Treatment Requested by eHealth, Inc. GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN, LLP 155 CONSTITUTION DRIVE MENLO PARK, CALIFORNIA 94025 TELEPHONE: (650) 321-2400 FACSIMILE: (650) 321-2800 October 2, 2006 VIA EDGAR AND OVERNIGHT COURIER Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey Riedler and Gregory S. Belliston Re: eHealth, Inc. Registration Statement on Form S-1 File No. 333-133526 Dear Mr. Riedler and Mr. Belliston: On behalf of eHealth, Inc. (the “Company”) and as a follow up to a telephone conversation with Mr. Belliston on September 28, 2006, this letter responds to the comments set forth in the letter to the Company dated September 26, 2006 from the staff of the Securities and Exchange Commission (the “Staff”). For your convenience, we have repeated and numbered the comments from the September 26, 2006 letter in italicized print, and the Company’s responses are provided below each comment. Form S-1 Any legal liability, regulatory penalties, or negative publicity . . . , page 17 1. Please state the amount of the fines Washington and Arkansas are attempting to charge you. If you do not yet know, state the maximum amount allowed by law for the alleged violation. RESPONSE TO COMMENT 1: *** Confidential material redacted and filed separately with the Commission. Jeffrey Riedler and Gregory Belliston October 2, 2006 Confidential Treatment Requested by eHealth, Inc. Page 2 Exhibit 5.1 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. RESPONSE TO COMMENT 2: In response to the Staff’s comment, counsel will revise the opinion to remove the reference to “proceedings being taken or contemplated by us . . . to be taken” to instead refer to the proceedings being taken or contemplated to be taken prior to the sale of securities in the manner described in the Registration Statement. The Company will file the revised opinion with a pre-effective amendment to the Company’s Registration Statement. 3. Counsel bases the opinion, in part, on the “completion of proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required.” Counsel should remove this language from the opinion, as it assumes away the issue being opined upon. RESPONSE TO COMMENT 3: In response to the Staff’s comment, counsel will revise the opinion to remove the reference to the “completion of proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required.” The Company will file the revised opinion with a pre-effective amendment to the Company’s Registration Statement. Jeffrey Riedler and Gregory Belliston October 2, 2006 Confidential Treatment Requested by eHealth, Inc. Page 3 * * * * * Please do not hesitate to contact me at (650) 463-5244 if you have any questions or would like additional information regarding this matter. Very truly yours, /s/ Bennett L. Yee Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP cc: Gary L. Lauer, eHealth, Inc. Bruce A. Telkamp, eHealth, Inc. Scott Giesler, eHealth, Inc. Robert V. Gunderson, Jr., Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP Patrick J. Schultheis, Wilson Sonsini Goodrich & Rosati Caine T. Moss, Wilson Sonsini Goodrich & Rosati