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essential.com, inc.
One Burlington Woods Drive, Second Floor
Burlington, Massachusetts 01803
Telephone: (781) 229-9599
November 3, 2000
VIA EDGAR AND OVERNIGHT DELIVERY
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: essential.com, inc.
Request to Withdraw Registration Statement on Form S-1, as amended
(Registration No. 333-34454)
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Securities and Exchange Commission:
Pursuant to Rule 477 of Regulation C of the Securities Act of 1933, as
amended (the "Act"), essential.com, inc. (the "Registrant") hereby respectfully
applies to the Securities and Exchange Commission (the "Commission") for consent
to the withdrawal of the above-referenced registration statement on Form S-1, as
amended (the "Registration Statement"), with such application to be approved
effective as of the date hereof or at the earliest practical date thereafter, on
grounds that withdrawal of the registration statement is consistent with the
public interest and the protection of investors, as contemplated by paragraph
(a) of Rule 477. The Registration Statement was initially filed through the
Commission's Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")
on April 10, 2000.
The Registration Statement was filed in connection with a proposed
initial public offering of the Registrant's common stock, par value $.01 per
share ("Common Stock"). The Registrant has determined that it will not proceed
with the registration and sale of Common Stock as contemplated in the
Registration Statement. Because the Registrant will not proceed with the
proposed offering, the Registrant's management believes that withdrawal of the
Registration Statement is appropriate.
The Registrant confirms that no securities have been issued or sold
pursuant to the Registration Statement. The filing fee for the Registration
Statement was paid by electronic wire transfer to the Commission at the time of
the initial filing and the Registrant understands that such fee will not be
returned to it.
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Securities and Exchange Commission
November 3, 2000
Please provide the Registrant with a facsimile copy of the order
consenting to the withdrawal of the Registration Statement as soon as it is
available. The facsimile number of the Registrant is (781) 229-9499.
Sincerely,
essential.com, inc.
By: /s/ Paul R. Lewis
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Paul R. Lewis
Chairman of the Board, President
and Chief Executive Officer
cc: David Mittelman, Esq., Mail Stop 4-7 (SECURITIES AND EXCHANGE COMMISSION)
Basil Pallone (essential.com, inc.)
Christopher Kallaher, Esq. (essential.com, inc.)
Linda DeRenzo, Esq. (TESTA, HURWITZ & THIBEAULT, LLP)
Kathy Fields, Esq. (TESTA, HURWITZ & THIBEAULT, LLP)
John Pitfield, Esq. (TESTA, HURWITZ & THIBEAULT, LLP)
