New SEC filing
they are pulling the Rose Glen registration also.
January 28, 2002
Via EDGAR
Ms. Barbara C. Jacobs
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0406
RE: The Ashton Technology Group, Inc.
Registration Statement on Form S-3 filed on August 20, 2001
File No. 333-67898
Dear Ms. Jacobs:
On behalf of The Ashton Technology Group, Inc, I hereby request that Ashton's Registration Statement on Form S-3, filed August 20, 2001 (File No. 333-67898) be withdrawn effective today, January 28, 2002.
Should you have any questions or require additional information regarding the foregoing, please contact me directly at Tel: 215-789-3300.
Sincerely,
/s/ Jennifer L. Andrews
Jennifer L. Andrews
Senior Vice President and Chief
Financial Officer
cc: Christopher S. Auguste
Jordan A. Young
Common stock par value $0.01 16,727,508 $.76 $12,712,907 $3,157.32
-------------------------------- --------------------- ------------------------- ---------------------- ----------------------
(1) This registration statement covers (i) the resale by RGC International Investors, LDC of 16,127,508 shares of our common stock which are issuable to RGC upon conversion of a $5.1 million secured convertible note dated July 13, 2001, (ii) the resale by RGC of 400,000 shares of our common stock, which represents 200% of the number of shares issuable upon exercise of the Series F stock purchase warrant issued to RGC on August 18, 1999, and (iii) the resale by TK Holdings, Inc. and Mark Valentine of 200,000 shares of our common stock issuable upon exercise of the Series T stock purchase warrant issued on June 4, 1999. The secured convertible note is convertible into shares of our common stock at the average of the five lowest closing bid prices of our common stock during the 22 trading days ending on the date of the conversion. For purposes of calculating the number of shares to be included in this registration statement, we calculated 200% of the number of shares of common stock issuable upon conversion of the secured convertible note plus interest through the maturity date of August 18, 2003, based on the five lowest closing bid prices during the 22 trading days ending on August 10, 2001. In addition to the shares set forth in the table, the amount to be registered includes an indeterminate number of shares issuable upon conversion of the secured convertible note to RGC, as such number may be adjusted for stock splits, stock dividends and similar transactions, in accordance with Rule 416 of the Securities Act of 1933. |
