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SEC Company Response from ACCURAY INC (ARAY) (CIK 0001138723) (ARAY) — May 5, 2011

ACCURAY INC (ARAY) (CIK 0001138723)
Date: May 5, 2011 · CIK: 0001138723 · Accession: 0001104659-11-026385

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File numbers found in text: 333-173344

Date
May 5, 2011
Author
ACCURAY INCORPORATED
Form
CORRESP
Company
ACCURAY INC (ARAY) (CIK 0001138723)

Letter

Re: Accuray Incorporated Registration Statement on Form S-4 Filed April 7, 2011, and as amended May 5, 2011 File No. 333-173344

[LETTERHEAD OF ACCURAY INCORPORATED]

May 5, 2011

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Gabriel Eckstein and Amanda Ravitz

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Accuray Incorporated (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to, and that such Registration Statement be declared effective on, Friday, May 6, 2011, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable.

In connection with the above request, the Registrant hereby acknowledges that:

1. should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

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

3. the Registrant may not assert staff comments and 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.

Very truly yours,
ACCURAY INCORPORATED

Show Raw Text
CORRESP
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filename1.htm

[LETTERHEAD OF ACCURAY INCORPORATED]

May 5, 2011

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C.  20549
 Attention:                                         Gabriel Eckstein and Amanda Ravitz

Re:                             Accuray Incorporated
 Registration Statement on Form S-4
 Filed April 7, 2011, and as amended May 5, 2011
 File No. 333-173344

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Accuray Incorporated (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to, and that such Registration Statement be declared effective on, Friday, May 6, 2011, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable.

In connection with the above request, the Registrant hereby acknowledges that:

1.             should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

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

3.             the Registrant may not assert staff comments and 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.

Very   truly yours,

ACCURAY   INCORPORATED

/s/ Euan S. Thomson

Euan   S. Thomson, Ph.D.

President   and Chief Executive Officer

cc:           Gregory T. Davidson
                 Gibson, Dunn & Crutcher LLP

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