-----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, VvIR1+Pdo7eT6wHiDB/OI2IuEDYpxtR9/PEeYtnF0AeoWu/g5lhrOF0iz93FhPps cVIOxESozAc+SlhD8i28Bg== 0000944480-06-000045.txt : 20060726 0000944480-06-000045.hdr.sgml : 20060726 20060726120324 ACCESSION NUMBER: 0000944480-06-000045 CONFORMED SUBMISSION TYPE: AW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060726 DATE AS OF CHANGE: 20060726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GSE SYSTEMS INC CENTRAL INDEX KEY: 0000944480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521868008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: AW SEC ACT: SEC FILE NUMBER: 333-126472 FILM NUMBER: 06980903 BUSINESS ADDRESS: STREET 1: 7133 RUTHERFORD RD STREET 2: SUITE 200 CITY: BALTIMORE STATE: MD ZIP: 21244 BUSINESS PHONE: 4102773740 MAIL ADDRESS: STREET 1: 7133 RUTHERFORD RD STREET 2: SUITE 200 CITY: BALTIMORE STATE: MD ZIP: 21244 AW 1 s3awithdrawal.htm S3/A WITHDRAWAL S3/A withdrawal
July 26, 2006

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549


Re:    GSE Systems, Inc.
Pre-Effective Amendment No. 1 to Registration Statement on Form S-3
SEC File Number:  333-126472
Accession Number: 0000944480-06-000043
Form AW Application for Withdrawal

Ladies and Gentlemen:
 
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GSE Systems, Inc., a Delaware corporation (the “Company”), hereby requests the immediate withdrawal of its Pre-Effective Amendment No. 1 to its Registration Statement on Form S-3 (File No. 333-126472) (the “Pre-Effective Amendment”) that was filed on July 25, 2006.  The Pre-Effective Amendment was intended to amend the Company’s Registration Statement on Form S-3 (File No. 333-134569) (the “Registration Statement”) filed on May 30, 2006, but inadvertently referred to SEC File 333-126472 (the file number for an S-2/A filing made on August 24, 2005) on its cover page when in fact it should have referred to the file number for the Registration Statement (File No. 333-134569).

 Accordingly, the Company is requesting that the Pre-Effective Amendment that was filed on July 25, 2006 be withdrawn and is re-filing a new pre-effective amendment to the Registration Statement that will include the correct SEC File Number on the cover page as well as reference to the correct registration statement form originally used in filing the Registration Statement on Form S-3. The Company confirms that no securities have been sold in connection with the Pre-Effective Amendment.
 
Please contact our outside legal counsel, James R. Hagerty, Esq., of Kalbian Hagerty LLP should you have further questions regarding our request for withdrawal.  Mr. Hagerty may be reached at 202-223-5600.  Thank you for your assistance in this matter.

Very truly yours,

GSE SYSTEMS, INC.
 
/s/ John V. Moran
John V. Moran, Chief Executive Officer

 
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