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SEC Company Response from CYTOKINETICS INC (CYTK) (CIK 0001061983) (CYTK) — Nov 30, 2005

CYTOKINETICS INC (CYTK) (CIK 0001061983)
Date: Nov. 30, 2005 · CIK: 0001061983 · Accession: 0000950134-05-022378

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File numbers found in text: 333-129786

Date
November 30, 2005
Author
CYTOKINETICS, INCORPORATED
Form
CORRESP
Company
CYTOKINETICS INC (CYTK) (CIK 0001061983)

Letter

United States Securities and Exchange Commission Division of Corporation Finance Attention: Sonia Barros Re: Cytokinetics, Incorporated–Request for Acceleration of Effectiveness of the Registration Statement on Form S-3 (Commission File No. 333-129786)

Dear Mr. Riedler and Ms. Barros:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cytokinetics, Incorporated (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be accelerated so that the Registration Statement may become effective at 11:00 AM, Eastern Time, on December 2, 2005, or at such later time as the Company may request by telephone to the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes each of Michael O’Donnell, Martin Waters and Gavin McCraley of Wilson Sonsini Goodrich & Rosati, P.C., counsel for the Company, to make such request on our behalf.

In connection with the acceleration request, the Company hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

November 30, 2005

Page 2

•

the Company may not assert 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.

Please direct any questions or comments regarding this request for acceleration of effectiveness to Michael O’Donnell, Martin Waters or Gavin McCraley of Wilson Sonsini Goodrich & Rosati, P.C., via facsimile at (650) 493-6811 or by telephone at (650) 493-9300. In addition, please provide a copy of the Commission’s order declaring the Registration Statement effective to Gavin McCraley via facsimile at the above-reference fax number.

Very truly yours,
CYTOKINETICS, INCORPORATED

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CORRESP
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filename1.htm

corresp

Cytokinetics, Incorporated

280 East Grand Avenue

South San Francisco, CA 94080

(650) 624-3000

November 30, 2005

VIA FACSIMILE AND EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street

Washington, D.C. 20549

    Facsimile:

Attention:

    (202) 772-9217

Jeffrey Riedler

Sonia Barros

    Re:

    Cytokinetics, Incorporated–Request for Acceleration of Effectiveness of the

    Registration Statement on Form S-3 (Commission File No. 333-129786)

Dear Mr. Riedler and Ms. Barros:

     Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, Cytokinetics, Incorporated (the “Company”) hereby requests that the effective date of the
above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be accelerated
so that the Registration Statement may become effective at 11:00 AM, Eastern Time, on December 2,
2005, or at such later time as the Company may request by telephone to the Securities and Exchange
Commission (the “Commission”). The Company hereby authorizes each of Michael O’Donnell, Martin
Waters and Gavin McCraley of Wilson Sonsini Goodrich & Rosati, P.C., counsel for the Company, to
make such request on our behalf.

     In connection with the acceleration request, the Company hereby acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement; and

November 30, 2005

Page 2

    •

    the Company may not assert 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.

     Please direct any questions or comments regarding this request for acceleration of
effectiveness to Michael O’Donnell, Martin Waters or Gavin McCraley of Wilson Sonsini Goodrich &
Rosati, P.C., via facsimile at (650) 493-6811 or by telephone at (650) 493-9300. In addition,
please provide a copy of the Commission’s order declaring the Registration Statement effective to
Gavin McCraley via facsimile at the above-reference fax number.

    Very truly yours,

CYTOKINETICS, INCORPORATED

    /s/ Sharon Surrey-Barbari

    Sharon Surrey-Barbari

    Chief Financial Officer

    cc:

    Michael O’Donnell, Wilson Sonsini Goodrich & Rosati, P.C.

    Martin Waters, Wilson Sonsini Goodrich & Rosati, P.C.

    Gavin McCraley, Wilson Sonsini Goodrich & Rosati, P.C.