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:
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·
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The
Company is responsible for the adequacy and accuracy of the disclosure in
all of its filings;
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|
·
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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
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·
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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.
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If you
have any further comments or questions, please feel free to contact me at any
time.
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Sincerely,
/s/
Dave Harrell
Dave
Harrell
Chief
Executive Officer
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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
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-
|
|||||||||||
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(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 | ||||||||||||||||||||
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(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
|
|||||||||
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(1)
|
These
options fully vested on the date of
grant.
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