[X10 Wireless Technology, Inc. Letterhead]
September 26, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Patrick J. O'Leary
Re: X10 Wireless Technology, Inc.
Registration Statement on Form S-1
File No. 333-43396
Dear Mr. O'Leary:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, X10 Wireless Technology, Inc., a Delaware corporation (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. 333-43396 (collectively, the
"Registration Statement"). The Registration Statement was originally filed with
the Securities and Exchange Commission (the "Commission") on August 10, 2000.
Pursuant to the Registration Statement, the Registrant proposed to register
certain shares of its Common Stock, $0.001 par value per share (the "Shares"),
for issuance to the public with a proposed maximum offering price of
$92,000,000. As a result of circumstances regarding the securities markets, the
Registrant has determined at this time not to pursue the initial public offering
of equity securities pursuant to the Registration Statement. Furthermore, no
securities have been sold under the Registration Statement.
Accordingly, we request an order granting the withdrawal of the Registration
Statement be issued by the Commission as soon as possible. We understand the
filing fees paid by the Company in connection with the Registration Statement
will be held by the Commission pursuant to Rule 477 under the Securities Act of
1933, as amended, and may be applied by the Company to a future registration
statement filing within one year of the date of withdrawal of the Registration
If you have any questions regarding the foregoing application for withdrawal,
please contact Christopher W. Wright or Eric S. Carnell of Cooley Godward LLP,
legal counsel to the Registrant in connection with the Registration Statement,
at (425) 893-7700.
/s/ Wade A. PfeifferWade A. Pfeiffer
cc: George E. Stevenson
The Nasdaq National Market, Inc.
James D. Parkin
Mark F. Hoffman, Esq.
Cydney S. Posner, Esq.
Matthew D. Latimer, Esq.
Eric Scott Carnell, Esq.
Dates Referenced Herein and Documents Incorporated by Reference