-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PEdYeqgWxEi6dQVSo6gnLD25b3sE4/WGuDOmqQeJgB6uGqa2MwNvL935TvI9o4U1 uzbpQ3P88icqVroNjQ/sWQ== 0001144204-09-065819.txt : 20091222 0001144204-09-065819.hdr.sgml : 20091222 20091222134221 ACCESSION NUMBER: 0001144204-09-065819 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091222 DATE AS OF CHANGE: 20091222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANHATTAN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001001316 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 363898269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-159663 FILM NUMBER: 091254493 BUSINESS ADDRESS: STREET 1: 810 SEVENTH AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 582-3950 MAIL ADDRESS: STREET 1: 810 SEVENTH AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC TECHNOLOGY VENTURES INC DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19960703 RW 1 v169694_rw.htm

 
Manhattan Pharmaceuticals, Inc.
 
48 Wall Street
 
New York, New York 10005
 

 
December 21, 2009
 
VIA EDGAR AND FAX
 
Securities and Exchange Commission
Division of Corporation Finance
Attention Jeffrey P. Riedler

 
Re:
  
Manhattan Pharmaceuticals, Inc.
   
Registration Statement on Form S-1
   
Filed on June 2, 2009
File No. 333-159663
 
Dear Mr. Riedler:
 
           Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), application is hereby made by Manhattan Pharmaceuticals, Inc., a Delaware corporation (the "Company"), to withdraw its registration statement on Form S-1 (File No. 333-159663), including all exhibits thereto, (the "Registration Statement").  The Registration Statement, which was initially filed with the Securities and Exchange Commission (the "Commission") by the Company on June 2, 2009, relates to the resale by a certain stockholder of the Company (the "Selling Stockholder") of shares of common stock of the Company issuable to the Selling Stockholder.  In light of the Commission's position that shares of common stock of the Company issuable upon exercise of the Selling Stockholder's put right cannot be registered because such shares are not currently outstanding and are not issuable upon conversion of an outstanding convertible security, the Company has decided not to proceed with the offering described in the Registration Statement, and believes that allowing the withdrawal of the Registration Statement is consistent with public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477 under the Securities Act.  The Commission has not declared the Registration Statement effective, and no securities have been sold by the Selling Stockholders pursuant to the Registration Statement.
 
The Company respectfully requests that the Commission (i) grant this application for withdrawal of the Registration Statement and (ii) issue an order to be included in the file for the Registration Statement to the effect that the Registration Statement has been withdrawn upon request of the Company, with the Commission consenting thereto.  It is the Company's understanding that, in accordance with paragraph (b) of Rule 477 under the Securities Act, the Company's application for withdrawal will be deemed granted at the time of the submission of this application, unless, within fifteen (15) calendar days after the filing of this application, the Commission notifies the Company that this application will not be granted.
 
The Company hereby further requests, in accordance with Rule 457(p) of the Securities Act of 1933, that all fees paid by the Company to the Commission in connection with the filing of the Registration Statement be credited to the Company's account with the Commission for further use.
 
 
 
 
 
Manhattan Pharmaceuticals, Inc.
 
48 Wall Street
 
New York, New York 10005
 

 
 
If you have any questions regarding the foregoing, please do not hesitate to call me at 212-492-8741.
 

     
 
Sincerely,
  
 
Manhattan Pharmaceuticals, Inc.
  
     
 
By:  s/Michael McGuinness
  
 
Michael McGuinness
  
 
Chief Financial Officer
  

 
cc:
Jennifer Riegel
 
SEC - Division of Corporation Finance
   
 
Anthony Pergola, Esq.
 
Lowenstein Sandler, PC
 
Via facsimile at 973-597-2445
   

 
 
 
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