Mail Stop 4561
October 27, 2005
Paul J. Quiner, Esq.
Senior Vice President and General Counsel
Per-Se Technologies, Inc.
1145 Sanctuary Parkway, Suit 200
Alpharetta, GA 30004
Re: Per-Se Technologies, Inc.
Registration Statement on Form S-4
Filed September 27, 2005
File No. 333-128612
Dear Mr. Quiner:
We have limited our review of your filing to the issues we
have
addressed in our comments. Where indicated, we think you should
revise your document in response to the comments. If you
disagree,
we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. After reviewing this information,
we
may or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.
Unaudited Pro Forma Condensed Combined Statements of Operations,
page
133
1. We note that NDCHealth`s Form 10-Q for the period ending
September
2, 2005 did not present the sale of the Information Management
business as a discontinued operation. Tell us why you believe
that
the measurement date did not occur within that interim period.
See
paragraphs 30 and 43 of SFAS 144. If discontinued operations are
not
presented in historical financial statements, revise to present
unaudited pro forma financial statement for each period presented
in
the Form S-4 in order to reflect the discontinuance of the
Information Management business on NDCHealth`s historical
financial
statements. That is, revise to include separate pro forma
financial
statements for NDCHealth for the fiscal years ended May 27, 2005,
May
28, 2004 and May 30, 2003 and the interim period ended September
2,
2005.
Incorporation by Reference, page 150
2. Amend the registration statement to specifically incorporate by
reference the Forms 8-K filed after September 27, 2005 as well as
any
other reports "filed" pursuant to Section 13(a) before the
effective
date.
As appropriate, please amend your filing and respond to the
comments relating to the Form 10-Q within 10 business days or tell
us
when you will provide us with a response. You may wish to provide
us
with marked copies of the amendment to expedite our review.
Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
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 advance of the requested effective
date.
You may contact Tammy Tangen at 202-551-3443 or Stephen
Krikorian at 202-552-3488 if you have questions regarding comments
on
the financial statements and related matters. Please address all
other comments to Maryse Mills-Apenteng at 202-551-3457 or in her
absence, to Anne Nguyen, Special Counsel at 202-551-3611. If you
still require further assistance, please contact the undersigned
at
202-551-3738.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via facsimile: 404-572-5136
Tyler Dempsey, Esq.
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, GA 30309
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Paul J. Quiner, Esq.
Per-Se Technologies, Inc
October 27, 2005
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