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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Sections 12(g) and 12(h)

Response of the Office of Chief Counsel
Division of Corporation Finance

March 27, 2006


Cygnus, Inc.
Incoming letter dated March 24, 2006

Based on the facts presented, the Division will not object if Cygnus does not file future periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, beginning with its annual report on Form 10-K for the fiscal year ended December 31, 2005. In reaching this position, we particularly note the following:

  • Cygnus's stockholders approved and adopted the Plan of Dissolution;
  • Cygnus will file reports on Form 8-K to disclose any material events relating to its winding up and dissolution, including the amounts of any liquidation distributions, payments and expenses;
  • Cygnus will file a final report on Form 8-K at the time the dissolution is complete;
  • Cygnus is current and timely in its reporting obligations under the Exchange Act;
  • Cygnus filed its Certificate of Dissolution with the Delaware Secretary of State and the effective date of the dissolution was November 21, 2005;
  • There is no trading in Cygnus's securities; and
  • Cygnus's transfer agent has closed Cygnus's stock transfer books and discontinued recording transfers of Cygnus's stock.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusions on the questions presented.


Adélaja K. Heyliger

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 03/31/2006