0001275158-17-000033.txt : 20170412 0001275158-17-000033.hdr.sgml : 20170412 20170411173221 ACCESSION NUMBER: 0001275158-17-000033 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170412 DATE AS OF CHANGE: 20170411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOODLES & Co CENTRAL INDEX KEY: 0001275158 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 841303469 FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-215982 FILM NUMBER: 17756696 BUSINESS ADDRESS: STREET 1: 520 ZANG ST., SUITE D CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 7202141921 MAIL ADDRESS: STREET 1: 520 ZANG ST., SUITE D CITY: BROOMFIELD STATE: CO ZIP: 80021 FORMER COMPANY: FORMER CONFORMED NAME: NOODLES & CO DATE OF NAME CHANGE: 20040102 RW 1 ndls_withdrawalofs-1letter.htm RW Document


[LETTERHEAD OF NOODLES & COMPANY]




April 11, 2017

VIA EDGAR

Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549

    
Re:
Noodles & Company
 
Request to Withdraw Registration Statement on Form S-1
 
File No. 333-215982

        
Ladies and Gentlemen:

Pursuant to Rule 477 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act Rules”), Noodles & Company, a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the above-referenced registration statement on Form S-1 (the “Registration Statement”) together with all exhibits thereto, and that such withdrawal be effective as of the date hereof or at the earliest practicable date hereafter. The Registration Statement was originally filed with the Commission on February 9, 2017.

The Company has determined not to undertake at this time the public offering to which the Registration Statement relates because of market conditions. The Registration Statement was not declared effective by the Commission, and the Company hereby confirms that no securities have been or will be sold pursuant to the Registration Statement.

The Company requests that, in accordance with Securities Act Rule 457(p), all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.

Thank you for your assistance with this matter. If you should have any questions regarding the foregoing application for withdrawal or need anything further, please do not hesitate to contact me at (720) 214-1921 or Andrew L. Fabens of Gibson, Dunn & Crutcher LLP at (212) 351-4034.

                        




Sincerely,

NOODLES & COMPANY,
a Delaware corporation

By:
/s/ PAUL A. STRASEN
 
Executive Vice President,
 
General Counsel and Secretary
                
                        






cc: Andrew L. Fabens, Gibson Dunn & Crutcher LLP