Globoforce Group plc
144 Turnpike Road, Suite 310
Southborough, MA 01772
March 20, 2014
VIA EDGAR AND OVERNIGHT DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F. Street N.E.
Washington, DC 20549
Attention: Edwin Kim
Re: | Globoforce Group plc/Application for Withdrawal on Form RW |
for Registration Statement on Form S-1 (File No. 333-192234)
and Registration Statement on Form 8-A (File No. 001-36358)
Ladies and Gentlemen:
Globoforce Group plc (the “Company”), hereby requests, pursuant to Rule 477 of the Securities Act of 1933, as amended (“Securities Act”) that the Company’s Registration Statement on Form S-1 (File No. 333-192234), initially filed with the Securities and Exchange Commission (“SEC”) on November 8, 2013, as thereafter amended, together with all exhibits and amendments thereto (“Registration Statement”), be withdrawn effective immediately. No securities have been issued or sold under the Registration Statement. The Registration Statement has not been declared effective by the SEC.
The Company has determined at this time not to proceed with the offering due to market conditions and requests that the SEC consent to this application on the grounds that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477 of the Securities Act. The Company may undertake a subsequent private offering in reliance on Rule 155(c) of the Securities Act. The Company requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the SEC in connection with the filing of the Registration Statement be credited for future use.
In addition, the Company hereby applies for the withdrawal of its registration statement on Form 8-A (File No. 001-36358), which was filed with the SEC on March 18, 2014 (“Form 8-A”) in accordance with Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with Rule 12d1-2 under the Exchange Act, the Form 8-A has not become effective.
Accordingly, we request that the SEC issue an order granting the withdrawal of the Registration Statement and Form 8-A (“Order”) effective as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of the Order to Joseph C. Theis, Jr., Esq. of Goodwin Procter LLP, via email at jtheis@goodwinprocter.com or via facsimile at (617) 801-8864. It is our understanding that this application for withdrawal of the Registration Statement and Form 8-A will be deemed granted as of the date that it is filed with the SEC unless, within fifteen days after such date, the Company receives notice from the SEC that this application will not be granted.
If you have any further questions regarding this request for withdrawal, or if you require any additional information, please contact our attorney Joseph C. Theis, Jr., Esq. at (617) 570-1928. Thank you for your assistance.
Very truly yours,
Globoforce Group plc
/s/ Stephen Cromwell
Stephen Cromwell
Chief Financial Officer
Enclosures
cc: | Eric Mosley,Globoforce Group plc |
William J. Schnoor, Jr., Esq.,Goodwin Procter LLP
Joseph C. Theis, Jr., Esq.,Goodwin Procter LLP
Jorge del Calvo, Esq.,Pillsbury Winthrop Shaw Pittman LLP
Davina K. Kaile, Esq.,Pillsbury Winthrop Shaw Pittman LLP