KING & SPALDING LLP
191 Peachtree Street
Atlanta, Georgia 30303-1763
www.kslaw.com
Tyler B. Dempsey
Direct Dial: 404/572-2802
Direct Fax: 404/572-5136
tdempsey@kslaw.com
November 14, 2005
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Tammy Tangen
Mr. Stephen Krikorian
Ms. Maryse Mills-Apenteng
RE: PER-SE TECHNOLOGIES, INC.
REGISTRATION STATEMENT ON FORM S-4 (THE "REGISTRATION STATEMENT")
FILE NO. 333-128612
FILED ON SEPTEMBER 27, 2005
Ladies and Gentlemen:
On behalf of Per-Se Technologies, Inc. ("Per-Se"), we are setting forth
below Per-Se's response to the Staff's comment letter dated October 27, 2005
(the "Comment Letter"). Per-Se's responses are set forth below following the
text of the paragraph of the Comment Letter to which each response relates.
Concurrently with the transmission of this letter, Per-Se has filed
Amendment No. 1 to the Registration Statement (collectively, "Amendment No. 1").
Capitalized terms used in this letter and not otherwise defined herein have the
respective meanings ascribed to them in Amendment No. 1.
We will provide the Staff with courtesy copies of Amendment No. 1
marked to show changes made since the Registration Statement was filed.
1. Comment: 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 statements 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
Securities and Exchange Commission
November 14, 2005
Page 2
NDCHealth for the fiscal years ended May 27, 2005, May 28,
2004 and May 30, 2003 and the interim period ended September
2, 2005.
Response: On August 26, 2005, the Board of Directors of
NDCHealth approved the sale of NDCHealth in its entirety in a
single, multi-part transaction which requires the sale of both
NDCHealth's information management business to Wolters Kluwer
for cash and the remainder of NDCHealth to Per-Se in a merger
whereby the NDCHealth stockholders would receive a combination
of cash and Per-Se common stock. Each of the sales is
specifically cross conditioned on the other. The NDCHealth
Board of Directors did not agree to sell its information
management business in a separate or independent transaction
or as separate assets. Although the NDCHealth Board of
Directors and its management specifically discussed the
possibility of agreeing to sell the information management
business without such sale being contingent on the sale of the
remainder of NDCHealth, the Board of Directors declined to
approve this structure. Additionally, each of NDCHealth's and
Wolter Kluwer's obligations to consummate the sale of the
information management business is conditioned upon
satisfaction of all conditions to the closing of the Per-Se
merger agreement, including regulatory and stockholder
approvals.
In light of the foregoing facts, NDCHealth management reviewed
the seven (7) criteria of paragraphs 30 and 43 of SFAS 144 and
the examples provided in Appendix A to SFAS 144 in connection
with the preparation of its financial statements for its
fiscal quarter ended September 2, 2005. Because the NDCHealth
board would not, and did not, authorize a separate and
independent sale of the information management business,
NDCHealth determined that it did not meet all criteria of
paragraph 30 in SFAS 144, as required by paragraph 30, to
account for the information management business as a
discontinued operation in the quarter ended September 2, 2005.
Specifically, NDCHealth management believes that the
information management business was not "available for
immediate sale in its present condition subject only to terms
that are usual and customary for sales of such assets."
NDCHealth management does not believe that the terms of the
sale of the information management business were "usual" or
"customary" because the sale of the information management
business is conditioned upon and part of the sale of the
entirety of NDCHealth through the merger with Per-Se.
The disclosure has been revised to further clarify NDCHealth's
conclusions. See "THE MERGER--Background of the Merger" on
pages 37-38 of Amendment No. 1.
Further, based on NDCHealth's determination that the
information management business should not be presented as
discontinued operations in its historical
Securities and Exchange Commission
November 14, 2005
Page 3
financial statements, the disclosure has been revised to
include unaudited pro forma (i.e., excluding the information
management business) balance sheets as of May 27, 2005, May
28, 2004 and September 2, 2005, and statements of operations
for NDCHealth for the fiscal years ended May 27, 2005, May 28,
2004 and May 30, 2003 and the fiscal quarters ended September
2, 2005 and August 27, 2004. See beginning on page F-54 of
Amendment No. 1.
In addition, Per-Se supplementally advises the Staff that it
considered the necessity and usefulness of including in the
Registration Statement separate unaudited historical financial
statements for NDCHealth's information management business.
Per-Se does not believe that such separate financial
statements would add useful, relevant disclosure and, to the
contrary, believes that they could be misleading to the
NDCHealth stockholders. Neither the NDCHealth stockholders nor
the Per-Se stockholders are entitled to vote on the sale of
the information management business. Additionally, as
discussed above, the sale of the information management
business is conditioned on the sale of the remainder of the
NDCHealth business. The inclusion of the separate information
management financials could give the stockholders the
misperception that they have an option to vote on an
alternative partial transaction. In addition, from the
standpoint of a Per-Se stockholder, the past financial
performance of the information management business is
irrelevant. Lastly, Per-Se also considered the lack of
availability of these financial statements (and the time and
expense that would be required to prepare them), together with
the segment financial information that is already publicly
available with respect to the historical performance of the
information management business. Per-Se respectfully submits
to the Staff that the historical and pro forma financial
statements included in the Registration Statement provide
appropriate disclosure and information in order to enable the
stockholders of each company to make a fully and adequately
informed decision with respect to the proposed merger upon
which the stockholders are asked to vote.
2. Comment: 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.
Response: The disclosure has been revised in response to this
comment. See "WHERE YOU CAN FIND MORE INFORMATION" on page 159
of Amendment No. 1.
In closing, Per-Se acknowledges the Staff's protocol with respect to
any request to accelerate the effectiveness of the Registration Statement.
Per-Se also acknowledges that the Staff may have additional comments after
reviewing the Amendment and this
Securities and Exchange Commission
November 14, 2005
Page 4
letter and that the Division of Enforcement has access to all information
provided to the Staff in connection with its review of the Registration
Statement.
***
If you have any questions regarding these responses or require
additional information, please contact the undersigned at (404) 572-2802.
Sincerely yours,
/s/ Tyler B. Dempsey
Tyler B. Dempsey
TBD/tr
Enclosures
cc: Paul J. Quiner, Esq.
Per-Se Technologies, Inc.
Randolph L.M. Hutto, Esq.
NDCHealth Corporation
Paul J. Nozick, Esq.
Alston & Bird LLP
John D. Capers, Esq.
G. Roth Kehoe, Esq.
King & Spalding LLP