Comverge, Inc.
120 Eagle Rock Avenue, Suite 190
East Hanover, New Jersey 07936
April 9, 2007
Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 6010
Washington, D.C. 20549-7010
Attention: Mr. Allan Morris
Re: | Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (No. 333-137813) of Comverge, Inc. |
Ladies and Gentlemen:
On behalf of Comverge, Inc. (the “Company”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 3:00 p.m., Washington, D.C. time, on Thursday, April 12, 2007, or as soon thereafter as practicable. The Company hereby acknowledges that:
• | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and |
• | the Company may not assert the Commission’s comments or the declaration of the Registration Statement’s effectiveness as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
COMVERGE, INC. | ||
By: | /s/ T. Wayne Wren | |
Name: Title: | T. Wayne Wren Executive Vice President |
April 9, 2007
Securities and Exchange Commission
Division of Corporate Finance
100 F St., N.E.
Washington, D.C. 20549
Attn: | Peggy Fisher Assistant Director | |
Re: | Comverge, Inc. Registration Statement on Form S-1 File No. 333-137813 |
In connection with the proposed offering of shares of common stock, par value $0.001 per share, of Comverge Inc., we wish to advise you that we, as a representative of the underwriters, hereby join with Comverge, Inc.’s request that the effective date of the above-captioned Registration Statement be accelerated so that the same will become effective on April 12, 2007 at 3:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:
(i) | Date of preliminary prospectus: March 23, 2007 |
(ii) | Dates of distribution: March 23, 2007 – April 5, 2007 |
(iii) | Number of prospective underwriters to whom the preliminary prospectus was furnished: 4 |
(iv) | Number of prospectuses so distributed: approximately 11,850 |
(v) | Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934: Included in Master Agreement Among Underwriters of Salomon Smith Barney Inc. (now known as Citigroup Global Markets Inc.). |
Very truly yours, | ||
Citigroup Global Markets Inc. | ||
By: | /s/ Donna M. Chambers | |
Name: | Donna M. Chambers | |
Title: | Senior Vice President and Counsel |