APPLICATION FOR WITHDRAWAL
OF POST-EFFECTIVE AMENDMENTS NO. 1 AND 2 TO
REGISTRATION STATEMENT ON FORM S-3, FILE NO. 333-87965
Pursuant to Rule 477 of Regulation C
under the Securities Act of 1933, as amended
1. Full name of registrant: Pollution Research and Control Corp.
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2. Address of registrant's principal executive offices:
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506 Paula Avenue, Glendale, California 91201
3. Registrant's telephone number: (818) 247-7601
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4. Registrant's Reasons for Requesting Withdrawal of Post-Effective
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Amendments No. 1 and 2 to Registration Statement on Form S-3, File No.
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333-87965: Pollution Research and Control Corp. (the "Company") was
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advised by several sources that, under Rule 462(b) of Regulation C
under the Securities Act of 1933, as amended (the "Act"), additional
securities of the same class as the securities included in an earlier
registration statement could be registered in a post-effective
amendment to the registration statement so long as the maximum
aggregate offering price thereof did not exceed 20% of the maximum
aggregate offering price for the securities set forth in the
"Calculation of Registration Fee" table contained in such earlier
registration statement. Accordingly, on March 23, 2000, the Company
filed Post-Effective Amendment No. 1 (the "Amendment No. 1") to the
Registration Statement on Form S-3, File No. 333-87965 (the
"Registration Statement"), covering an aggregate of 150,000 shares of
common stock, no par value per share (the "Common Stock"), of the
Company, the maximum aggregate offering price of which shares
($817,190) did not exceed 20% of the maximum aggregate offering price
of the shares of Common Stock ($4,116,400) set forth in the
"Calculation of Registration Fee" table contained in the Registration
Statement. The Registration Statement was filed with the Securities
and Exchange Commission on September 28, 1999. The shares of Common
Stock covered by the Amendment No. 1 included (i) 100,000 shares of
Common Stock owned of record by Brittanica Associates Limited; (ii)
25,000, 14,500, 14,500 and 10,000 shares of Common Stock underlying
options owned of record by Mr. Anthony Reneau, Mr. Mike Hamdan, Ms.
Paz Laroya and Mr. Robert Klein, respectively, and (iii) 45,000 shares
of Common Stock underlying an 18%-$500,000 face amount subordinated
convertible debenture due December 1, 1999, and a 12%-$300,000 face
amount subordinated convertible debenture due June 1, 2000
(collectively, the "Debentures"). Subsequent to the filing of the
Amendment No. 1, the Company was verbally advised by the Commission
that the only shares of Common Stock that were properly included
therein were the 45,000 shares underlying the Debentures. Accordingly,
on June 20, 2000, the Company filed the Post-Effective Amendment No. 2
(the "Amendment No. 2") to the Registration Statement in order to
properly register the 100,000 shares of Common Stock owned by
Brittanica and the aggregate 64,000 shares of Common Stock underlying
the options (collectively, the "Shares"). Subsequent to this filing,
the Commission verbally advised the Company that the Shares could only
be properly registered in a new Registration Statement on Form S-3.
<PAGE>
Thereafter, on October 26, 2000, the Company filed the Registration
Statement on Form S-3, File No. 333-48554 (the "Form S-3"), covering a
total of 1,725,788 shares of Common Stock, including the Shares. The
Form S-3 did not include the shares of Common Stock underlying the
Debentures because it was no longer necessary to register them. Based
upon the foregoing, the Company hereby requests that the Amendments
No. 1 and No. 2 be withdrawn as provided in Rule 477 of Regulation C
under the Act and because such withdrawal would be consistent with the
public interest and the protection of investors.
Date: November 3, 2000 POLLUTION RESEARCH AND CONTROL CORP.
By: /s/ Albert E. Gosselin, Jr.
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Albert E. Gosselin, Jr., President,
Chief Executive Officer and Chairman
of the Board of Directors
