-----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, KSWBeDwf7ukPBPOHQUlq1PLYKcrMBDup3GeXCp8ZecVA+cuwEAGLhhe7/ekVa2S6 ThrhRAoRT7lplcf7J5lU4A== 0000897101-08-002209.txt : 20081105 0000897101-08-002209.hdr.sgml : 20081105 20081105084647 ACCESSION NUMBER: 0000897101-08-002209 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081105 DATE AS OF CHANGE: 20081105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMAGE SENSING SYSTEMS INC CENTRAL INDEX KEY: 0000943034 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 411519168 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-150852 FILM NUMBER: 081162470 BUSINESS ADDRESS: STREET 1: 500 SPRUCE TREE CENTRE STREET 2: 1600 UNIVERSITY AVE CITY: ST PAUL STATE: MN ZIP: 55104-3825 BUSINESS PHONE: 6516037700 MAIL ADDRESS: STREET 1: 500 SPRUCE TREE CENTRE STREET 2: 1600 UNIVERSITY AVE W. CITY: ST PAUL STATE: MN ZIP: 55104 RW 1 image084532_rw.htm REQUEST FOR WITHDRAWAL Image Sensing Systems, Inc. - REQUEST FOR WITHDRAWAL

November 5, 2008

 

VIA EDGAR

 

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Judiciary Plaza

Washington, DC 20549-1004

 

Re:

Image Sensing Systems, Inc.

Registration Statement on Form S-1 (File No. 333-150852)

Application for Withdrawal

 

Ladies and Gentlemen:

 

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Act”), Image Sensing Systems, Inc., a Minnesota corporation (the “Registrant”), hereby respectfully requests withdrawal of its Registration Statement on Form S-1 (File No. 333-150852), together with all exhibits thereto (the “Registration Statement”). The Registration Statement was originally filed with the Securities and Exchange Commission (the “Commission”) on May 12, 2008.

 

In light of current market conditions, the Registrant has determined not to proceed at this time with the public offering contemplated by the Registration Statement. The Registrant hereby confirms that no securities have been sold pursuant to the Registration Statement, the Registrant did not print or distribute any preliminary prospectuses, and all activity regarding the proposed public offering has been discontinued. Accordingly, the Registrant requests that an order granting the withdrawal of the Registration Statement be issued by the Commission effective as of the date hereof or at the earliest practicable date hereafter.

 

The Registrant also requests that, in accordance with Rule 457(p) under the Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Registrant’s account with the Commission for future use.

 

It is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date that is filed with Commission unless, within fifteen days after such date, the Registrant receives notice from the Commission that this application will not be granted.

 

If you have any questions regarding this application for withdrawal, please contact Michele D. Vaillancourt at Winthrop & Weinstine, P.A., legal counsel to the Registrant, at (612) 604-6681.

 

Very truly yours,

 

Image Sensing Systems, Inc.

 

 

By

/s/ Gregory R. L. Smith

 

Gregory R. L. Smith

Its:

Chief Financial Officer

 

 

 


 -----END PRIVACY-ENHANCED MESSAGE-----