SEC Company Response from MICROVISION, INC. (MVIS) (CIK 0000065770) (MVIS) — Jun 21, 2016
MICROVISION, INC. (MVIS) (CIK 0000065770)
Date: June 21, 2016 · CIK: 0000065770 · Accession: 0001193125-16-627837
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File numbers found in text: 333-211869
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CORRESP 1 filename1.htm Acceleration Request MicroVision, Inc. 6244 185th Avenue NE, Suite 100 Redmond, Washington 98052 June 21, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Timothy Buchmiller Re: MicroVision, Inc. — Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-211869) Dear Mr. Buchmiller: Pursuant to Rule 461 under the Securities Act of 1933, as amended, MicroVision, Inc. (the “Company”) hereby requests that the Company’s Registration Statement on Form S-3 (File No. 333-211869) (the “Registration Statement”) be declared effective at 4:00 P.M. Eastern Standard Time on Wednesday, June 22, 2016, or as soon as possible thereafter. In connection with the above-referenced filing, the Company hereby acknowledges that (i) should the Securities and Exchange Commission (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, (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing, and (iii) the Company may not assert staff comments or the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. The Company acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement. Please contact Thomas Fraser of Ropes & Gray LLP at (617) 951-7063 (thomas.fraser@ropesgray.com) or Joel Freedman of Ropes & Gray LLP at (617) 951-7309 (joel.freedman@ropesgray.com) when the Registration Statement is declared effective or if you have any questions. Thank you for your assistance. Very truly yours, MICROVISION, INC. By: /s/ David J. Westgor Name: David J. Westgor Title: Vice President, General Counsel & Secretary