SEC Comment Letter for OptimizeRx Corp (OPRX) (CIK 0001448431) (OPRX) — Feb 8, 2009
OptimizeRx Corp (OPRX) (CIK 0001448431)
Date: Feb. 8, 2009 · CIK: 0001448431 · Accession: 0000000000-09-006603
AI Filing Summary & Sentiment
File numbers found in text: 333-155280
Referenced dates: January 13, 2009
Letter
Mail Stop 4561 February 8, 2009 Via U.S. mail and facsimile Mr. David A. Harrell Chief Executive Officer OptimizeRx Corporation 407 Sixth Street Rochester, MI 48307 Re: OptimizeRx Corporation Amendment No. 2 to Registra tion Statement on Form S-1 Filed January 30, 2009 File No. 333-155280
Dear Mr. Harrell:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. General
1. We note your response to comment 2 of our letter dated January 13, 2009 and reissue it in part. Given that you awarded stock opti ons to Mr. Harrell during 2008, please provide the information required by the Instruction to Item 402(n)(2)(vi) and by Item 402(o)(4) of Regulation S-K in regard to the option award. Please also provide, pursu ant to Item 402(p), a table showing Outstanding Equity Awards at Fiscal Year-End for December 31, 2008 to reflect Mr. Harrell’s award, or tell us why the tabl e is not required. Finally please update your Director’s compensation discussion for the year ended December 31, 2008.
* * * * *
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.
Mr. David A. Harrell OptimizeRx Corporation February 8, 2009 Page 2
Please contact Donna Levy at (202) 551-3292 or, in her absence, me at (202) 551- 3503 with any questions. If you thereafter requi re additional assistance, you may contact the Assistant Director, Barb ara C. Jacobs, at 202-551-3730.
Sincerely,
David L. Orlic Special Counsel
cc: Tara Guarneri, Esq. (via facsimile—212-930-9725)
D. Levy
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Mail Stop 4561 February 8, 2009 Via U.S. mail and facsimile Mr. David A. Harrell Chief Executive Officer OptimizeRx Corporation 407 Sixth Street Rochester, MI 48307 Re: OptimizeRx Corporation Amendment No. 2 to Registra tion Statement on Form S-1 Filed January 30, 2009 File No. 333-155280 Dear Mr. Harrell: We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. General 1. We note your response to comment 2 of our letter dated January 13, 2009 and reissue it in part. Given that you awarded stock opti ons to Mr. Harrell during 2008, please provide the information required by the Instruction to Item 402(n)(2)(vi) and by Item 402(o)(4) of Regulation S-K in regard to the option award. Please also provide, pursu ant to Item 402(p), a table showing Outstanding Equity Awards at Fiscal Year-End for December 31, 2008 to reflect Mr. Harrell’s award, or tell us why the tabl e is not required. Finally please update your Director’s compensation discussion for the year ended December 31, 2008. * * * * * 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. Mr. David A. Harrell OptimizeRx Corporation February 8, 2009 Page 2 Please contact Donna Levy at (202) 551-3292 or, in her absence, me at (202) 551- 3503 with any questions. If you thereafter requi re additional assistance, you may contact the Assistant Director, Barb ara C. Jacobs, at 202-551-3730. Sincerely, David L. Orlic Special Counsel cc: Tara Guarneri, Esq. (via facsimile—212-930-9725) D. Levy