- Withdrawal of Registration Statement (RW)
November 18 2010 - 3:26PM
Edgar (US Regulatory)
November
18, 2010
Via
Edgar Transmission
Securities
and Exchange Commission
Division of Corporation Finance
100 F
Street, NE
Washington,
D.C. 20549
Re:
|
Peet’s
Coffee & Tea, Inc.
|
Amendment No. 1 to Registration
Statement on Form S-4
Commission File
No. 333-163154
Request for Withdrawal of
Registration Statement
Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the “
1933
Act
”), Peet’s Coffee & Tea, Inc. (the “
Registrant
”)
hereby requests the withdrawal of its Registration Statement on Form S-4,
originally filed with the Securities and Exchange Commission (the “
Commission
”)
on November 17, 2009, as amended by the Amendment No. 1 to Registration
Statement on Form S-4, originally filed with the Commission on November 18,
2009, together with all exhibits and amendments thereto (collectively, the
“
Registration
Statement
”), Commission File No. 333-163154. The Registrant
hereby confirms that no securities have been sold under the Registration
Statement.
Pursuant
to the Registration Statement, the Registrant proposed to register shares of its
Common Stock, $0.01 par value per share, issuable in connection with the
exchange offer and merger in exchange for shares of Diedrich Coffee, Inc.
(“
Diedrich
”)
capital stock pursuant to the terms of an Agreement and Plan of Merger among the
Registrant, Diedrich and Marty Acquisition Sub, Inc., dated November 2, 2009, as
amended (the “
Merger
Agreement
”). The offer period, as extended, expired at 12:00
midnight Eastern Time on May 7, 2010, with no shares accepted for
exchange. Diedrich had previously provided Registrant with a notice
of termination of the Merger Agreement. Because the proposed offering
of the securities under the Registration Statement will not occur, the
Registrant believes that the withdrawal of the Registration Statement is
consistent with the public interest and the protection of investors, as
contemplated by Rule 477(a) of the 1933 Act.
The
Registrant requests, in accordance with Rule 457(p) under the 1933 Act, that all
fees paid to the Commission in connection with the filing of the Registration
Statement be credited to the Company’s account for future use.
If you
have any questions regarding the foregoing, please contact our counsel
Gian-Michele a Marca of Cooley llp, at (415) 693-2148.
Sincerely,
Peet’s
Coffee & Tea, Inc.
Thomas P.
Cawley
Chief
Financial Officer
Peets Coffee & Tea, Inc. (MM) (NASDAQ:PEET)
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