Withdrawal of Registration Statement (rw)
October 15 2014 - 2:26PM
Edgar (US Regulatory)
QLT Inc.
887 Great Northern Way, Suite 250
Vancouver, British Columbia
Canada V5T 4T5
October 15, 2014
VIA EDGAR
Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C.
20549
Attention: |
Jeffrey P. Riedler |
|
|
Registration Statement on Form S-4 |
Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the Securities Act), QLT Inc. (the
Registrant) hereby requests that the Securities and Exchange Commission (the Commission) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrants
Registration Statement on Form S-4, File No. 333-197827, together with all exhibits and amendments thereto (collectively, the Registration Statement). The Registration Statement was initially filed with the Commission on
August 4, 2014.
The Registration Statement was filed to register the offering of shares of the Registrants common stock to be
issued in connection with the business combination contemplated by that certain Agreement and Plan of Merger, dated as of June 25, 2014 among the Registrant, Auxilium Pharmaceuticals, Inc. (Auxilium), QLT Holding Corp., and QLT
Acquisition Corp. (the Merger Agreement). As disclosed in the Form 8-K filed by the Registrant on October 9, 2014, the Registrant received notice on October 8, 2014 that Auxilium terminated the Merger Agreement in accordance
with its terms. Accordingly, the Registrant will not proceed with the proposed offering of its common stock in connection with the business combination contemplated by the Merger Agreement. Because the proposed offering of the securities registered
under the Registration Statement will not occur, the Registrant believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) promulgated under the
Securities Act. The Registration Statement has not been declared effective and the Registrant confirms that it has not distributed, issued or sold any securities pursuant to the Registration Statement or the prospectus contained therein.
The Registrant acknowledges that no refund will be made for fees paid to the Commission in
connection with filing the Registration Statement. However, in accordance with Rule 457(p) under the Securities Act, the Registrant requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited
to the Registrants account for any future use.
The Registrant understands, under Rule 477(b), that this request for withdrawal will
be deemed granted as of the date that it is filed with the Commission unless, within 15 calendar days after such date, the Registrant receives notice from the Commission that this request will not be granted.
If you have any questions or require additional information, please do not hesitate to contact our legal counsel, James E. Dawson of Nutter
McClennen & Fish LLP at (617) 439-2623.
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|
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Sincerely, |
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QLT INC. |
|
|
By: |
|
/s/ Sukhi Jagpal |
Name: |
|
Sukhi Jagpal |
Title: |
|
Chief Financial Officer |
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