File No. 333-81650
Securities and Exchange Commission
Washington, D.C. 20549
----------------------
APPLICATION FOR WITHDRAWAL OF REGISTRATION STATEMENT
ViaCell, Inc.
--------------------
(Name of Registrant)
Delaware 04-3244816
- ------------------------ ------------------------------------
(State of Incorporation) (IRS employer identification number)
131 Clarendon Street, Boston, Massachusetts 02116
-------------------------------------------------
(Principal office address)
Pursuant to Rules 477 and 478 under the Securities Act of 1933, as amended,
the undersigned agent for service named in the Registration Statement on Form
S-1, as amended (together with all exhibits thereto, the "Registration
Statement"), File Number 333-81650, relating to shares of Common Stock (the
"Shares") of ViaCell, Inc. (the "Registrant"), hereby requests that the
Registration Statement be withdrawn, effective immediately. As a result of the
downturn in market conditions, the Registrant no longer intends to sell the
Shares pursuant to the Registration Statement. The Registrant hereby confirms
that no securities were sold in connection with the offering described in the
Registration Statement.
The Registrant further states that subsequent to the withdrawal of the
registration statement the Registrant may undertake a subsequent private
offering in reliance upon Rule 155(c) promulgated under the Act.
Please forward a copy of the Order Withdrawing the Registration Statement
to the undersigned via facsimile at 617-201-4123 as soon as it is available. If
you have any questions regarding this application, do not hesitate to contact
the Registrant's legal counsel, Marc A. Rubenstein of Ropes & Gray LLP at
617-951-7826.
VIACELL, INC.
By /s/ Marc D. Beer
---------------------------------------
Marc D. Beer
President and Chief Executive Officer
Agent for Service named
in Registration Statement