| Re: | Psychemedics Corporation Form 10-K for fiscal year ended December 31, 2008 Filed March 27, 2009 File No. 001-13738 |
| 1. | SEC Comment: |
| We note your statement that disclosure controls and procedures were effective for ensuring that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified. In future filings, please revise to clarify, if true, that your disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your principal executive and principal financial officer, to allow timely decisions regarding required disclosure. Alternatively, you may simply state your conclusion that your disclosure controls and procedures are effective or ineffective. In your response please also clarify the effectiveness for the complete definition of disclosure controls and procedures as of December 31, 2008. See Exchange Act Rule 13a-15(e). | |||
| Company Response: | |||
| As requested, in future filings, the Company will revise to clarify, if true, that its disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive and principal financial officers, to allow timely decisions regarding required disclosure. | |||
| This will also confirm that, based on the Company’s evaluation of the effectiveness of its disclosure controls and procedures as of December 31, 2008, the Company’s Chief Executive Officer and its principal financial officer concluded that the Company’s disclosure controls and procedures were effective for ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that its disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive and principal financial officers, to allow timely decisions regarding required disclosure. |
| 2. | SEC Comment: | ||
| In future filings please include all of the applicable disclosure requirements required by SFAS No. 123(R). More specifically we refer you to the following paragraphs in the Statement: |
| • | Paragraph A240.e. and the requirement to more fully disclose the method and assumptions used for measuring compensation cost for stock-based awards; | ||
| • | Paragraph A240.b.(l) which requires disclosing the weighted average exercise price per share and weighted average remaining contractual life for stock unit awards; and | ||
| • | The non-vested share information required by paragraph A 240.b.(2). |
| Company response: | |||
| In future filings, the Company will include all applicable disclosure requirements required by SFAS No. 123(R), including: (i) a more complete disclosure of the methods and assumptions used for measuring the compensation cost for stock-based awards; (ii) disclosure of the weighted average exercise price per share and weighted average remaining contractual life for stock unit awards; and (iii) the non-vested share information required by paragraph A 240.b.(2). |
| 3. | SEC Comment: | ||
| Please eliminate the titles of your certifying officers in the introductory lines of your certifications. See Item 601(b)(31) of Regulation S-K. Please confirm the inclusion of titles in each of the first lines of these certifications is not intended to limit the capacity of the individuals to provide certification inForm 10-K. |
| Company Response: | |||
| In future filings, the Company will eliminate the titles of its certifying officers in the introductory lines of the certifications. On behalf of the Company, we hereby confirm that the inclusion of the titles in each of the first lines of these certifications with respect to the Company’s Annual Report on Form 10-K for 2008 was not intended to limit the capacity of the individual to provide certification in such report, but that each of their respective certificates was provided to you in such officer’s individual capacity. | |||
| 4. | SEC Comment | ||
| We note that Exhibit 31.2 to yourForm 10-K filed on March 27, 2009 is signed by your “Vice President, Controller.” Item 601 (b)(31) of Regulation S-K requires that you provide a certification for your principal financial officer. Please revise the certification to include the principal financial officer’s title at the end of the certification. | |||
| Company Response: | |||
| In future filings, the certifications of the principal financial officer will include below his signature that he is the principal financial officer of the Company. This will also confirm that with respect to the Company’s Form 10-K for 2008, Raymond J. Ruddy was, in fact, the principal financial officer of the Company when he signed the certification set forth in Exhibit 31.2. |
| Very truly yours, LYNCH, BREWER, HOFFMAN & FINK, LLP | ||||
| By: | /s/ Patrick J. Kinney, Jr. | |||
| Patrick J. Kinney, Jr. | ||||
| Re: | Psychemedics Corporation Form 10-K for fiscal year ended December 31, 2008 Filed March 27, 2009 File No. 001-13738 |
| 1. | Psychemedics Corporation (the “Company”) is responsible for the adequacy and accuracy of the disclosures in the Form 10-K (the “filing”); | ||
| 2. | 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 |
| 3. | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States. |
| Very truly yours, PSYCHEMEDICS CORPORATION | ||||
| By: | /s/ Raymond R. Ruddy | |||
| Raymond J. Ruddy | ||||
| Vice President and Controller (principal financial officer) | ||||
