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SEC Company Response from APPLIED OPTOELECTRONICS, INC. (AAOI) (CIK 0001158114) (AAOI) — Jun 22, 2015

APPLIED OPTOELECTRONICS, INC. (AAOI) (CIK 0001158114)
Date: June 22, 2015 · CIK: 0001158114 · Accession: 0001104659-15-046674

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-204703

Date
June 22, 2015
Author
Stefan J. Murry
Form
CORRESP
Company
APPLIED OPTOELECTRONICS, INC. (AAOI) (CIK 0001158114)

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Registration Statement on Form S-3 filed on June 3, 2015 File No. 333-204703 (the “Registration Statement”) Request for Acceleration

Re: Applied Optoelectronics, Inc.

Dear Mr. Buchmiller:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Applied Optoelectronics, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:00 p.m., on June 23, 2015, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

· 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;

· 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

· the Company 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.

The Company acknowledges its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the Registration Statement.

Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Kristina Trauger at 713-547-2030

U.S. Securities and Exchange Commission

June 22, 2015

Page 2

Very truly yours,
Applied Optoelectronics, Inc.

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CORRESP
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filename1.htm

June 22, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Mr. Timothy Buchmiller

Re:                             Applied Optoelectronics, Inc.

Registration Statement on Form S-3 filed on June 3, 2015

File No. 333-204703 (the “Registration Statement”)

Request for Acceleration

Dear Mr. Buchmiller:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Applied Optoelectronics, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:00 p.m., on June 23, 2015, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

·                                          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;

·                                          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

·                                          the Company 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.

The Company acknowledges its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the Registration Statement.

Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Kristina Trauger at 713-547-2030

U.S. Securities and Exchange Commission

June 22, 2015

Page 2

Very   truly yours,

Applied   Optoelectronics, Inc.

By:

/s/   Stefan J. Murry

Stefan J. Murry

Chief Financial Officer