optimizerx_corresp-021009.htm
OPTIMIZERX CORPORATION
407 SIXTH STREET
ROCHESTER, MI 48307


 February 11, 2009
 
REVISED RESPONSE LETTER


United States Securities and Exchange Commission
100 F Street. N.E.
Washington D.C. 20549
Attn: David Orlic, Special Counsel

Re: OptimizeRX Corporation (the “Company”)
Amendment No. 2 to Registration Statement on Form S-1
Filed January 30, 2008
File No. 333-455280

Dear Mr. Orlic,

By letter dated February 9, 2009, the staff of the Securities and Exchange Commission (the “Staff”) issued comments on the Company’s amended Registration Statement on Form S-1 (the “Registration Statement”).  Below are the Company’s responses to the Staff’s comments.  For ease of reference, each response is preceded by the Staff’s comment.

General

We note your response to comment 2 of our letter dated January 13, 2009 and reissue in part.  Given that you awarded stock options to Mr. Harrell during 2008, please provide the information required by the Instruction to Item 402 (n)(2)(vi) and by Item 402 (o)(4) of Regulation S-K in regard to the option award.  Please also provide, pursuant to Item 402 (p), a table showing Outstanding Equity Awards at Fiscal Year End for December 31, 2008 to reflect Mr. Harrell’s award, or tell us why the table is not required.  Finally, please update your Director’s compensation discussion for the year ended December 31, 2008.

Response:
The Company has amended its Registration Statement to reflect the above referenced comments.

 
The Company acknowledges the following:
·  
The Company is responsible for the adequacy and accuracy of the disclosure in all of its filings;
·  
Any changes to disclosure in response to the Commission’s comments do not foreclose the Commission from taking any action with respect to the filing; and
·  
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.
 

If you have any further comments or questions, please feel free to contact me at any time.
 
 
 
Sincerely,
 
/s/ Dave Harrell
Dave Harrell
Chief Executive Officer
 


THIS IS ADDED TO OUR MD&A

Stock Based Compensation
Effective January 1, 2006, the Company adopted SFAS No. 123 (revised), "Share-Based Payment" (SFAS 123(R)) utilizing the modified prospective approach. Prior to the adoption of SFAS 123(R) we accounted for stock option grant in accordance with APB Opinion No. 25, “Accounting for Stock Issued to Employees," and accordingly, recognized compensation expense for stock option grants using the intrinsic value method.
 
Under the modified prospective approach, SFAS 123(R) applies to new awards and to awards that were outstanding on January 1, 2006 that are subsequently modified, repurchased or cancelled.  Under the modified prospective approach, compensation cost recognized in the first quarter of fiscal 2006 includes compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original  provisions of SFAS 123, and compensation cost for all share-based payments granted subsequent  to January 1, 2006 based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R).  For all quarters after the first quarter of fiscal 2006, compensation costs recognized will include compensation costs for all share-based payments granted based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R).
 
The fair value of each option granted in 2008  is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 150%, risk-free interest rate of 2.59% and expected life of 60 months

REVISED TABLES
 
EXECUTIVE COMPENSATION
 
SUMMARY COMPENSATION TABLE
 
The following table sets forth the aggregate cash compensation paid during the fiscal years ended December 31, 200 8, 2007 and 2006 to our Chief Executive Officer and our three most highly compensated executive officers other than our Chief Executive Officer. Other than as listed below, the Company had no executive officers whose total annual salary and bonus exceeded $100,000 for that fiscal year
 
Name and Principal Position
 
Year
 
Salary $
   
Bonus $
   
Stock
Awards $
   
Option
Awards $
   
Total $
 
David Harrell
 
2007
 
$
144,000
   
$
-0-
   
$
-0-
   
$
-0-
   
$
144,000
 
President & Chief Executive Officer
 
2006
 
$
111,000
   
$
-0-
   
$
-0-
   
$
-0-
   
$
111,000
 
  
 
2008
 
$
144,000
   
-0-
   
$
-0-
   
$
91,000(1)
   
$
235,000
 
James Vandeberg
 
2007
 
$
-0-
   
$
-0-
   
$
-0-
   
$
-0-
   
$
-0-
 
Former Chief Executive Officer of RFID Ltd.
 
2006
 
$
-0-
   
$
-0-
   
$
-0-
   
$
-0-
   
$
-0-
 

(1)
Options to purchase 100,000 shares of Common Stock valued at $0.91 per share with an exercise price of $1.00 per share.  Please see our Management’s Discussion and Analysis for a discussion on the valuation of our options .


 
Director Compensation
 
Name
 
Fees Earned or Pain In Cash
   
Stock
Awards ($)
   
Option
Awards ($)
   
Non-Equity Incentive Plan Compensation ($)
   
Changes in Pension Value and Nonqualified Deferred Compensation Earnings($)
   
All Other Compensation ($)
   
Total ($)
 
Terry Hamilton
    0       0       136,500 (1)     0       0       0       136,500  
Thomas Majerowicz
    0       0       18,200 (2)     0       0       0       18,200  

(1)
Represents 150,000 options to purchase common stock valued at $0.91 per share with an exercise price of $1.00 per share. 150,000 options were oustanding at the end of our fiscal 2008 year. Please see our Management’s Discussion and Analysis for a discussion on the valuation of our common stock.
(2)
Represents 20,000 options to purchase common stock valued at $0.91 per share with an exercise price of $1.00 per share. 20,000 options were outstanding at the end of our fiscal 2008 year. Please see our Management’s Discussion and Analysis for a discussion on the valuation of our common stock.
 
Employment Agreements

The Company currently has no employment agreements with its executive officers.
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
Option Awards
 
Stock Awards
Name
 
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
 
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
 
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying of
Unexercised
Unearned
Options
(#)
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
 
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
 
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)
David Harrell
 
100,000 (1)
 
0
 
0
 
$1.00
 
March 5, 2013
 
0
 
0
 
0
 
0
Terry Hamilton
 
150,000 (1)
 
0
 
0
 
$1.00
 
March 5, 2013
 
0
 
0
 
0
 
0
Vernon Hartman
 
50,000 (1)
 
0
 
0
 
$1.00
 
March 5, 2013
 
0
 
0
 
0
 
0
Andrew Dahl
 
20,000 (1)
 
0
 
0
 
$1.00
 
March 5, 2013
 
0
 
0
 
0
 
0
Jay Pinney, MD  
25,000 (1)
 
0
 
0
 
$1.00
 
March 5, 2013
 
0
 
0
 
0
 
0
Thomas Majerowicz
 
20,000 (1)
 
0
 
0
 
$1.00
 
March 5, 2013
 
0
 
0
 
0
 
0
 
(1)
These options fully vested on the date of grant.