Woodward, Inc.
1081 Woodward Way
Fort Collins, CO 80524
VIA EDGAR
August 13, 2020
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Erin Purnell
| Re: | Woodward, Inc. |
Withdrawal of Registration Statement on Form S-4
Filed February 28, 2020
SEC File No. 333-236737
Dear Ms. Purnell:
Pursuant to Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”), Woodward, Inc, (“Woodward”) hereby requests that the above-referenced Registration Statement No. 333-236737, filed with the Commission on February 28, 2020 (the “Registration Statement”), be withdrawn effective immediately.
Woodward filed the Registration Statement to register shares of Woodward’s common stock to be issued in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated January 12, 2020 (the “Merger Agreement”), between Woodward, Hexcel Corporation and Genesis Merger Sub, Inc. On April 5, 2020, the parties to the Merger Agreement mutually agreed to terminate the Merger Agreement and, as a result, Woodward has determined to withdraw the Registration Statement. The Registration Statement has not been declared effective and no securities have been issued or sold under the Registration Statement.
Should you have any questions regarding this application, please contact A. Christopher Fawzy at (970) 482-5811.
| Sincerely, | ||
| WOODWARD, INC. | ||
| By: | /s/ A. Christopher Fawzy | |
| A. Christopher Fawzy | ||
| Corporate Vice President, General Counsel, | ||
| Corporate Secretary and Chief Compliance Officer | ||
| cc: |
| Larry W. Sonsini |
| Martin W. Korman |
| Wilson Sonsini Goodrich & Rosati |
