[Morrison\Foerster letterhead]
555 WEST FIFTH STREET TELEPHONE: 213.892.5200
LOS ANGELES FACSIMILE: 213.892.5454
CALIFORNIA 90013-1024
WWW.MOFO.COM
Writer's Direct Contact
213/892-5290
ASussman@mofo.com
December 5, 2007
VIA EDGAR AND FACSIMILE (202) 772-9217
Mr. John L. Krug
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
RE: INTEGRATED HEALTHCARE HOLDINGS, INC.
STAFF COMMENT LETTER DATED NOVEMBER 28, 2007
PRELIMINARY INFORMATION STATEMENT (14C) FILED NOVEMBER 21, 2007
FILE NO. 0-23511
Dear Mr. Krug:
On behalf of Integrated Healthcare Holdings, Inc. (the "Company"), we are
writing in response to comments raised by the Staff of the Securities and
Exchange Commission (the "Staff") in a letter dated November 28, 2007 regarding
the Company's Preliminary Information Statement on Schedule 14C filed on
November 21, 2007.
On December 4, 2007, the Company filed an amended Preliminary Schedule 14C in
response to the Staff's comments (the "Amended 14C"). The following items
contain the Staff's numbered comments, followed by our written responses.
1. COMMENT: PLEASE EXPAND THE DISCUSSION TO STATE WHETHER YOU HAVE
ANY PLAN, COMMITMENT, ARRANGEMENT, UNDERSTANDING, OR AGREEMENT,
WRITTEN OR ORAL, REGARDING THE ISSUANCE OF COMMON STOCK SUBSEQUENT
TO THE INCREASE OF AUTHORIZED SHARES OTHER THAN IN CONNECTION WITH
THE REFINANCING OF YOUR INDEBTEDNESS WITH YOUR PRINCIPAL LENDER
AND THE EQUITY INSTRUMENTS TO WHICH YOU ALREADY REFER.
RESPONSE: In response to the Staff's comment, the Company has
added additional disclosure on page 5 of the Amended 14C stating
that it has no plans to issue additional shares, other than in
connection with the instruments set forth in the table on page 4
entitled "Common Stock Equivalents".
Mr. John L. Krug
December 5, 2007
Page Two
2. COMMENT: PLEASE EXPAND THE DISCUSSION TO DESCRIBE THE DEBT
REFINANCING, EQUITY INSTRUMENTS, AND THE PRINCIPAL TERMS OF SUCH
REFINANCING AND EQUITY INSTRUMENTS. THE DISCUSSION SHOULD INDICATE
THE CIRCUMSTANCES OF THE REFINANCING AND INCLUDE AN ANALYSIS OF
WHAT THE COMPANY AND LENDER RECEIVED AS A RESULT OF THE FINANCING.
RESPONSE: In response to the Staff's comment, the Company has
added additional disclosure on pages 5-6 of the Amended 14C under
the caption "Debt Refinancing and Equity Instruments".
3. COMMENT: PLEASE EXPAND THE DISCUSSION TO INDICATE THE NUMBER OF
SHARES THAT MAY BE ISSUED IN CONNECTION WITH THE DEBT REFINANCING
AND EQUITY INSTRUMENTS, RESPECTIVELY. IN ADDITION, PLEASE INDICATE
THE APPROXIMATE NUMBER OF SHARES THAT MAY BE AVAILABLE FOR FUTURE
ISSUANCE. ALSO, PLEASE INDICATE THE NUMBER OF SHARES THAT MAY BE
REQUIRED TO SATISFY OUTSTANDING OPTIONS AND WARRANTS.
RESPONSE: In response to the Staff's comment, the Company has
added a table on page 4 of the Amended 14C indicating the number
of shares issuable under current instruments and available for
issuance under the Company's Stock Incentive Plan.
* * * * *
In connection with the Company's responses to the Staff, we hereby represent, on
behalf of the Company, that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filings referenced in this letter;
o Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action
with respect to the filings referenced in this letter; and
o the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Should you have any further questions or comments regarding this matter, please
direct them to the undersigned at (213) 892-5290. Our facsimile number is (323)
210-1159.
Very truly yours,
/s/ Allen Z. Sussman
Allen Z. Sussman
cc: Mr. Steven R. Blake -- Integrated Healthcare Holdings, Inc.