November 5, 2007
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | ICx Technologies, Inc. |
Registration Statement on Form S-1 (File No. 333-145135)
Ladies and Gentlemen:
As underwriters of the Company’s proposed public offering of up to 5,750,000 shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 3:00 p.m. (NYT) on November 7, 2007, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectuses dated October 24, 2007 and November 1, 2007, each through the date hereof:
Preliminary Prospectus dated October 24, 2007:
11,755 copies to prospective underwriters, institutional investors, dealers and others
Preliminary Prospectus dated November 1, 2007
11,434 copies to prospective Underwriters, institutional investors, dealers and others
The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
Very truly yours,
| ||
| LEHMAN BROTHERS INC. | ||
As Representatives of the several Underwriters
| ||
| By: | LEHMAN BROTHERS INC. | |
| By: | /s/ Victoria Hale | |
| Victoria Hale | ||
| Vice President | ||