November 30, 2005
Mail Stop 4561
Wayne A. Schellhammer
President and Chief Executive Officer
American Caresource Holdings, Inc.
8080 Tri-Star Drive
Irving, Texas 75063
Re: American Caresource Holdings, Inc.
Amendment No. 8 to Registration Statement on Form SB-2
Filed on November 18, 2005
File No. 333-122820
Dear Mr. Schellhammer:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise 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 detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
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 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.
General
1. Please file as correspondence on EDGAR the response letter you
submitted to us on October 25, 2005.
2. We note that 12,071,309 shares of ACS common stock will be
distributed to PATY stockholders, 1,705,756 of which will
represent
restricted shares distributed to purchasers in PATY`s private
offering who became PATY shareholders before the record date for
the
distribution of ACS stock was set. Please advise us as to how
this
figure is consistent with your disclosure that purchasers in
PATY`s
private offering purchased an aggregate of 3,411,512 shares of
PATY
common stock and that 547,244 additional shares of PATY common
stock
were issued in connection with the CareGuide acquisition, for an
aggregate of 3,958,756 shares of PATY common stock. Since one
share
of ACS common stock is being issued for every two shares of PATY
common stock outstanding, and after taking into account the
reverse
stock split of 1-for-1.1246645 effective as of November 14, 2005,
it
appears that approximately 1,759,971 shares of ACS common stock
would
be issued privately as a result of these transactions. Please
advise
us as to how you determined that 1,705,756 is the correct figure.
Liquidity and Capital Resources, page 22
3. We note you have amended this filing to increase the number of
your shares that Mr. Pappajohn, Dr. Schaffer and Mr. Kinley would
receive in connection with their warrants as well as a decease in
the
exercise prices of the warrants from $0.45 to $.40 per share from
$.55 to $.49 per share. Please advise us as to the reason for the
increase. If there have been amendments to the Stock Purchase
Warrant agreements, please file the amended agreements as
Exhibits.
Certain Relationships and Related Transactions, page 33
4. Please advise us as to why you removed disclosure from the
prospectus indicating that ACS used $1.45 million from its credit
line to satisfy intercompany indebtedness to PATY. If this did,
in
fact, occur, please revise to include this disclosure. If not,
please revise to disclose the current balance due to PATY by ACS
as
well as the current amount of the credit line that has been drawn
down and the uses of the funds drawn from the credit line.
Financial Statements
Notes to Unaudited Condensed Financial Statements for the Period
Ended September 30, 2005
Issuance of Warrants, page F-25
5. We note that you plan on filing a registration statement for
the
benefit of the holders of ACS common stock who acquired shares of
Patient Infosystems during the October 2005 offering. Advise us if
you have any requirements to also register the shares underlying
the
recent issuances of warrants as part of that registration
statement.
Note paragraphs 14 - 18 of EITF 00-19, which discusses the
accounting
treatment when a contract is not permitted to be settled in
unregistered shares. In addition please provide us with the
general
terms of the warrants. For example, please advise us whether or
not
there is a cashless exercise option associated with your warrants,
which would permit the warrant holder to exercise the warrant
without
paying cash and to receive the intrinsic value of the warrants in
an
equivalent number of shares of common stock.
Part II
Item 26. Recent Sales of Unregistered Securities, page II-2
6. We reissue comment 3, from our Comment Letter dated October 11,
2005, in part. Please break out your disclosure to discuss the
specific issuances of warrants made to each individual, including
the
dates of the issuances.
As appropriate, please amend your registration 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
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 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 Rules 460 and 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 Howard Efron, Accountant, at (202) 551-3439
or
Cicely Luckey, Accounting Branch Chief, at (202) 551-3413 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact David Roberts, Staff Attorney, at (202)
551-
3856 or the undersigned at (202) 551-3694 with any other
questions.
Sincerely,
Owen Pinkerton
Senior Counsel
cc: Jeffrey A Baumel, Esq. (via facsimile)
McCarter & English, LLP
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Wayne A. Schellhammer
American Caresource Holdings, Inc
November 30, 2005
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