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EXCELERGY CORPORATION
181 SPRING STREET
LEXINGTON, MA 02421
Telephone: (781) 372-5000
FACSIMILE: (781) 372-5297
November 2, 2000
VIA EDGAR AND OVERNIGHT DELIVERY
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Excelergy Corporation
Request to Withdraw Registration Statement on Form S-1
(Registration No. 333-32212)
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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"), Excelergy Corporation (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 (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 March 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 at this time it will not
proceed with the registration and sale of Common Stock as contemplated in the
Registration Statement. Because the Registrant will not at this time 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 fees will not be
returned to it.
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Securities and Exchange Commission
November 2, 2000
Page 2
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) 372-5297.
Sincerely,
Excelergy Corporation
By: /s/ Cary Bullock
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Cary Bullock
President
cc: Carol McGee, Mail Stop 3-9 (Securities and Exchange Commission)
Stephen N. Gregorio (Excelergy Corporation)
Mark H. Burnett, Esq. (Testa, Hurwitz & Thibeault, LLP)
Sarah A. Wasserman, Esq. (Testa, Hurwitz & Thibeault, LLP)
