GSI Group Corporation
125 Middlesex Turnpike
Bedford, MA 01730
July 19, 2010
VIA EDGAR
Mr. Tim Buchmiller
Securities and Exchange Commission
Division of Corporation Finance/AD10
100 F Street, NE
Mail Stop 3030
Washington, DC 20549-3030
| Re: | APPLICATION FOR QUALIFICATION OF INDENTURE ON FORM T-3 (REGISTRATION NO. 022-28929) (“FORM T-3”) OF GSI GROUP CORPORATION (THE “ISSUER”) AND ITS CO-APPLICANTS: GSI GROUP INC., EXCEL TECHNOLOGY, INC., CAMBRIDGE TECHNOLOGY, INC., CONTINUUM ELECTRO-OPTICS, INC., CONTROL LASER CORPORATION, THE OPTICAL CORPORATION, PHOTO RESEARCH, INC., QUANTRONIX CORPORATION, SYNRAD, INC., MICROE SYSTEMS CORP. AND MES INTERNATIONAL INC. (SUCH CO-APPLICANTS, COLLECTIVELY, THE “GUARANTORS”) |
Dear Mr. Buchmiller:
The undersigned Issuer and Guarantors respectfully request that the Securities and Exchange Commission (the “Commission”), acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, enter an appropriate order declaring the above captioned Form T-3 effective as of 5:00 p.m. Eastern Standard Time on Tuesday, July 20, 2010, or as soon thereafter as practicable.
The Issuer and the Guarantors acknowledge 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 filing effective, does not relieve the Issuer or the Guarantors from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Issuer and the Guarantor may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
By requesting acceleration hereunder, the Issuer and the Guarantors acknowledge that they are aware of their responsibilities under the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, as they relate the securities to be issued pursuant to the indenture specified in the above-captioned Form T-3. Please contact the Issuer’s legal counsel, Lan Marinelli, Esq., at (617) 856-8136 once the Commission has made its decision regarding this request for acceleration.
| Very truly yours, | ||
GSI GROUP CORPORATION,as Issuer GSI GROUP INC.,as Guarantor MES INTERNATIONAL INC.,as Guarantor | ||
| By: | /s/ Michael Katzenstein | |
| Name: Michael Katzenstein | ||
| Title: In his capacity as Chief Restructuring Officer of the above-named companies | ||
EXCEL TECHNOLOGY, INC. CAMBRIDGE TECHNOLOGY, INC. CONTINUUM ELECTRO-OPTICS, INC. CONTROL LASER CORPORATION THE OPTICAL CORPORATION PHOTO RESEARCH, INC. QUANTRONIX CORPORATION SYNRAD, INC. MICROE SYSTEMS CORP. Each of the above, as a Guarantor | ||
| By: | /s/ Anthony Bellantuoni | |
| Name: Anthony Bellantuoni | ||
| Title: In his capacity as Secretary or Assistant Secretary of the above-named companies | ||
