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[CALYPTE BIOMEDICAL CORPORATION LETTERHEAD]
January 19, 2001
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, D.C. 20549
Attn: Messrs. Russell Mancuso and Tom Jones
RE: CALYPTE BIOMEDICAL CORPORATION - REGISTRATION STATEMENT ON FORM S-3 -
REGISTRATION NO. 333-49246
Dear Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, Calypte Biomedical
Corporation ("the REGISTRANT") hereby applies to have the above-referenced
Registration Statement (the "REGISTRATION STATEMENT") withdrawn. Pursuant to the
Registration Statement, the Registrant proposed to register an aggregate of
6,000,000 shares of common stock (the "SHARES") for resale by Townsbury
Investments Limited (the "INVESTOR"). The Shares were to be issued to the
Investor pursuant to a Stock Purchase Agreement between the Registrant and the
Investor dated as of November 2, 2000 (the "STOCK PURCHASE AGREEMENT"). The
Registrant believes that it is unable to proceed with the financing under the
agreed terms of the Stock Purchase Agreement because the staff of the Securities
and Exchange Commission has questioned whether the transaction between the
Registrant and the Investor met the requirements for use of Form S-3 in
connection with the resale of the Shares issued to the Investor pursuant to the
Stock Purchase Agreement.
No securities have been issued pursuant to the Stock Purchase Agreement
or resold under the Registration Statement and all activity pursuant to the
Registration Statement has been discontinued.
Accordingly, we hereby request that an Order granting the withdrawal of
the Registration Statement be issued by the Commission as soon as possible.
Please contact Richard Peers of Heller Ehrman White & McAuliffe LLP
at (650) 324-7025 if you have any questions regarding the withdrawal of the
Registration Statement.
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Very truly yours,
/s/ Nancy E. Katz
Nancy E. Katz
President, Chief Executive Officer and
Chief Financial Officer
Calypte Biomedical Corporation
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