<PAGE>
[LETTERHEAD OF ADEZA]
November 4, 1996
VIA FACSIMILE AND EDGAR
- -----------------------
Securities and Exchange Commission
Division of Corporate Finance
450 5th Street, N.W.
Mail Stop 3-10
Washington, D.C. 20549-1004
Attn: Ms. Letty Lynn, Branch Chief
ADEZA BIOMEDICAL CORPORATION
CIK: 0000902482
Commission File No. 333-03627: Application for Withdrawal
---------------------------------------------------------
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-1, together with all exhibits and amendments thereto, Commission File No.
333-03627 (collectively, the "Registration Statement"). The Registration
Statement was originally filed with the Commission on May 13, 1996, and was
amended by (a) a filing pursuant to Rule 424(a) made with the Commission on
May 31, 1996; (b) Amendment No. 1 filed with the Commission on June 18, 1996;
and (c) Amendment No. 2 filed with the Commission on June 26, 1996.
Pursuant to the Registration Statement, the Registrant proposed to register
an aggregate of 2,875,000 shares of its Common Stock, $0.001 par value per
share (the "Shares"), for issuance to the public, at a proposed maximum
offering price per Share of $13.00, with a proposed maximum offering price of
$37,375,000.00. The Shares were being offered by Prudential Securities
Incorporated, Needham & Company, Inc. and Tucker Anthony Incorporated, as
representatives for the several underwriters. The Registrant believes that
terms obtainable in the marketplace at this time are not sufficiently
attractive to warrant proceeding with the sale of the Shares. The offering of
the Shares would be a discretionary financing for the Registrant, and the
Registrant does not believe that completing a discretionary financing on
unfavorable terms would be in the best interests of the Registrant and its
stockholders. No securities have been sold under the Registration Statement
and no activity in pursuit of the subject offering has been taken since early
July, 1996.
Accordingly, we hereby request that an Order granting the withdrawal of the
Registration Statement be issued by the Commission as soon as possible.
If you have any questions regarding the foregoing application withdrawal,
please contact Joshua L. Green, David A. Garcia or Keith A. Miller at Venture
Law Group, legal counsel to the Registrant in connection with the Registration
Statement, at (415) 854-4488.
Sincerely,
ADEZA BIOMEDICAL CORPORATION
/s/ Daniel O. Wilds
Daniel O. Wilds
President and Chief Executive Officer
