SEC CORRESP
(LETTERHEAD OF ADAMS AND REESE LLP)
May 7, 2009
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Rose Zukin, Esq.
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Re: |
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Cumberland Pharmaceuticals Inc.
Registration Statement on Form S-1/A, Amendment No. 17
Filed April 9, 2009
File No. 333- 142535 |
Dear Ms. Zukin:
This letter is in response to comments received on April 22, 2009 by telephone with respect to
Amendment No. 17 to the Registration Statement on Form S-1/A of Cumberland Pharmaceuticals filed
April 9, 2009 (the Registration Statement).
While Cumberland Pharmaceuticals Inc. establishes corporate objectives and individual
objectives for its named executive officers on an annual basis, it does not set quantifiable
targets related to those objectives to determine compensation. Accordingly, it proposes to revise
the paragraph beginning on page 76 and ending on page 77 of the Registration Statement in order to
notify investors that it does not use such targets in setting compensation. The proposed revisions
are blacklined in the following paragraph:
In making compensation determinations, our compensation committee considers
published survey data to guide compensation decisions and then considers the
performance of each named executive officer through a review of annual corporate and
individual objectives. In 2008 and previous years, the committee has used the
Radford Global Life Sciences Survey of approximately 650 pharmaceutical and
biotechnology companies to ensure that our compensation practices are competitive
relative to our industry and size based on number of employees. The survey provides
benchmarking data for base salary, annual bonuses and long-term equity incentive
awards, and we target the midpoint in the range of reported compensation for
positions held by each named executive officer. The committee then determines
adjustments in each element of compensation paid to our named executive officers
based on a review of annually
ADAMS AND REESE LLP
United States Securities and Exchange Commission
May 7, 2009
Page 2
established
corporate and individual objectives. These annual objectives ^ help us identify achievements made by our executive officers and
are not related to any quantifiable targets for determining compensation ^. Increases or decreases in compensation in relation to
the midpoint of the range ^ identified in the Radford survey are ^ based on our compensation committees subjective
review of each individuals performance, as well as other factors including the
committees assessment of the executive officers past experience, knowledge, future
potential and the scope of his or her responsibilities.
We would welcome the opportunity to discuss any questions you may have with the Commission
staff. I can be reached, at your convenience, at (615) 259-1450. In my absence, please ask to
speak with Kolin Holladay.
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Sincerely,
ADAMS AND REESE LLP
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/s/ Martin S. Brown, Jr.
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Martin S. Brown, Jr. |
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MSB/jf |
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cc:
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Mr. A.J. Kazimi, Cumberland Pharmaceuticals Inc. |
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Donald J. Murray, Esq., Dewey & LeBoeuf LLP, Counsel to the underwriters |