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January 31, 2000
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
CELTRIX PHARMACEUTICALS, INC.
CIK: 0000871395
COMMISSION FILE NO. 333-27263
APPLICATION FOR WITHDRAWAL OF REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, the undersigned registrant (the "Registrant") hereby applies for an
Order granting the immediate withdrawal of its Registration Statement on Form
S-3, together with all exhibits and amendments thereto, Commission File No.
333-27263 (collectively, the "Registration Statement"). The Registration
Statement was originally declared effective by the Commission on July 10, 1997.
Pursuant to the Registration Statement, the Registrant registered on behalf
of specified selling stockholders an aggregate of 8,582,810 shares of its Common
Stock, $0.01 par value per share (the "Shares"), for resale to the public, at a
proposed maximum offering price per Share of $2.31, with a proposed maximum
offering price of $19,826,291.10. As stated in the Registration Statement - Plan
of Distribution, the Registrant agreed to maintain the effectiveness of the
Registration Statement until the earlier of the sale of all the Shares or until
such date as the Registrant shall be satisfied that each holder of Shares can
sell all of the Shares it holds in any three-month period in compliance with
Rule 144 promulgated under the Securities Act of 1933, as amended, but in no
event after March 31, 1999. The Registration Statement further states that no
sales may be made pursuant thereto after March 31, 1999 unless the Registrant
amends or supplements the Prospectus contained in the Registration Statement to
indicate that it has agreed to extend such period of effectiveness. The
Registrant has not agreed to amend the Registration Statement to extend the
effectiveness beyond the expiration date.
Accordingly, we hereby request that an Order granting the withdrawal of the
Registration Statement be issued by the Commission as soon as possible.
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Securities and Exchange Commission
January 31, 2000
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If you have any questions regarding the foregoing application for
withdrawal, please contact Edmund Ruffin or Francie Johnston at Venture Law
Group, legal counsel to the Registrant in connection with the Registration
Statement, at (650) 854-4488.
Sincerely,
CELTRIX PHARMACEUTICALS, INC.
/s/ DONALD D. HUFFMAN
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Donald D. Huffman
Vice President, Finance & Administration
Chief Financial Officer
