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May 22, 1997
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
Division of Corporation Finance
Office of Small Business Policy
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Attention: Edsel Guydon, Esq.
Mail Stop 7-8
Re: Osmotics Corporation
Withdrawal of Registration Statement on Form 8-A
File No. 000-22301
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Dear Ladies and Gentlemen:
In February 1996, Osmotics Corporation (the "Company") filed Amendment No.
2 to its Registration Statement on Form SB-2 (File No. 333-5306-D) (the "Form
SB-2") to register shares of its Common Stock under the Securities Act of 1933,
as amended, in anticipation of its underwritten initial public offering (the
"Offering"). Today, by separate EDGAR transmission, the Company filed Amendment
No. 3 to the Form SB-2, to reflect changes in the Offering structure from a firm
commitment underwriting to a best efforts underwriting within a stated range,
the minimum of which is to be on an "all or nothing, best efforts" basis.
Amendment No. 3 also supplied financial information for the first quarter of
1997.
In connection with the Offering, the Company filed the above-described
Registration Statement on Form 8-A (the "Form 8-A") on March 26, 1997 to
register its class of Common Stock under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Section 12(g)(1) of the
Exchange Act provides that a Registration Statement on Form 8-A becomes
effective 60 days after filing. With regard to the Company's Form 8-A, this 60-
day period expires on May 25, 1997. The Company understands that, because of
accounting review, the Staff does not expect to have comments on the Form SB-2
before this date.
Because the Company intends to become a Reporting Company only in
connection with the Offering, the Company does not wish the Form 8-A to become
effective until the Form SB-2 is declared effective by the Staff. In view of the
Exchange Act timing provisions, the Company hereby withdraws the Form 8-A and
requests confirmation from the Staff of the effectiveness of
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Securities and Exchange Commission
May 22, 1997
Page 2
this withdrawal. The Company will, in the near future, file a new Registration
Statement on Form 8-A to register its Common Stock under the Exchange Act in
connection with the Offering.
If you have any questions concerning this request, or if we may be of
further assistance, please do not hesitate to contact me at (415) 858-7280, or
Kevin Kelso at (415) 858-7600.
Very truly yours,
/s/ Mark Porter
Mark Porter
cc: Mr. Steven Porter
Mr. Robert Scott
Alan I. Annex, Esq.
C. Kevin Kelso, Esq.
Mark A. Leahy, Esq.
