UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
June 12, 2020
Via E-Mail
Peter G. Smith
Kramer Levin Nafatlis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Re: First Choice Healthcare Solutions, Inc.
PREN14A filed on June 9, 2020
Filed by VIA Acquisition Corp.
File No. 0-53012
Dear Mr. Smith:
The staff in the Office of Mergers and Acquisitions in the Division of
Corporation
Finance has conducted a limited review of the filing listed above. We have
the following
comments. Defined terms used here have the same meaning as in your proxy
statement.
Please respond to this letter by revising your proxy statement, by
providing the requested
information, or by advising us when you will provide the requested response.
In some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing your revised filing and the information you provide in
response to these
comments, we may have additional comments. Please allow time for staff review
of your
revised proxy statement.
Preliminary Proxy Statement filed on June 9, 2020 - General
1. The proxy statement was incorrectly "tagged" as a PREN14A. The correct
EDGAR tag is
PREC14A. Please revise in future filings.
2. The nominees are deemed participants in this contest and should be
included as filers on the
cover page of the proxy statement.
3. Anthony Salino is the sole stockholder, sole director and President of VIA
Corp. As a
participant in this solicitation, please include him as a filer on the
proxy statement.
4. Please mark the proxy statement as preliminary, as required by Rule
14a-6(e)(1).
Peter G. Smith, Esq.
Kramer Levin Naftalis & Frankel LLP
June 12, 2020
Page 2
5. We are unable to locate in your proxy statement the disclosure required by
Item 1(c) of
Schedule 14A and Rule 14a-5(e) of Regulation 14A. Please revise or advise.
6. We have not located in your proxy statement the disclosure and undertaking
required by Item
23 of Regulation 14A as to shareholders who share an address. Please revise
or advise.
7. Please fill in all blanks throughout the proxy statement. Information that
is subject to change
may be bracketed to indicate that fact.
8. Please include a Background or other section in the proxy statement that
details the history
(if any) between any participant and First Choice leading up to this proxy
contest, including a
summary of the contacts between these parties and the court action that
resulted in the 2020
Annual Meeting being held.
Proposal One: Election of Directors, page 3
9. Here or in the forepart of the proxy statement, clearly indicate how many
directors will be
elected at the Annual Meeting. This is confusing because you state there are
currently three
directors of First Choice but you are running four nominees.
Reasons for the Solicitation, page 8
10. We note the disclosure here that if elected, your nominees intend to cause
the Company to
explore "strategic alternatives" including "a possible sale or merger of
the Company." In
discussing your interests in this proxy contest, whether through share
ownership or
otherwise, discuss whether a participant or any affiliate of a participant
could participate in a
sale or merger of the Company, either as a party to such transaction or in
some other capacity
such as an advisor, etc. See Item 5(b)(1) of Schedule 14A.
Certain Information Concerning the Participants, page 10
11. Disclose whether, it you are successful in this solicitation, you will seek
reimbursement from
the Company for some or all of the costs of this solicitation. If so,
disclose whether you will
seek shareholder approval of such reimbursement. See Item 4(b)(5) of
Schedule 14A.
12. The disclosure at the top of page 12 indicates that additional information
about VIA,
Anthony Salino and the Nominees, including their beneficial ownership, will
appear in
Schedule I attached to the proxy statement. However, Schedule I is one
sentence long and
does not include any of this information, including all of the disclosure
required by Item 5 of
Schedule 14A. Please revise to provide it.
13. Refer to the disclosure in the first paragraph of this section on page 10.
Expand the
disclosure about VIA Corp. to state when it was founded, whether it has
employees, and what
kind of "business consulting" it provides. See Item 5(b) of Schedule 14A.
Peter G. Smith, Esq.
Kramer Levin Naftalis & Frankel LLP
June 12, 2020
Page 3
14. With respect to securities of First Choice purchased or sold within the
last two years by any
participant, include the disclosure required by Item 5(b)(vi) of Schedule
14A.
15. Item 5 of Schedule 14A in certain instances requires affirmative disclosure
in the negative.
For example, Item 5(b)(viii) requires you to state whether or not any
participant is or was
within the last year a party to any contract, arrangements or understanding
with respect to
any securities of the registrant. In addition, Item 5(b)(xii) requires
affirmative disclosure
about whether the participant or its affiliates have any arrangements
regarding future
transactions. Please disclose.
Other Matters, page 12
16. At the top of page 13, you reference information "anticipated to be in the
Company's Proxy
Statement relating to the 2020 Annual Meeting." As you are aware, this is a
court-ordered
meeting and the Company has not filed a proxy statement and it is not
apparent that it will do
so. Please revise this and similar references to the Company's proxy
statement throughout
your disclosure document, such as on page 14 and elsewhere.
Questions and Answers Relating to this Proxy Statement, page 13
17. Consider disclosing the record date for the 2020 Annual Meeting earlier in
the disclosure
document. Currently this information first appears on page 14.
Revocation of Proxies, page 16
18. See our comment above about the record date for the Annual Meeting.
Additionally include
information about the "location" of the Annual Meeting at the forepart of
the proxy
statement, including information about how shareholders may attend the
virtual meeting.
This disclosure currently first appears on page 16.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to me at (202) 551-3263.
Sincerely,
/s/ Christina
Chalk
Christina Chalk
Senior Special
Counsel
Office of Mergers
and Acquisitions