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SEC Company Response from Somaxon Pharmaceuticals, Inc. (CIK 0001339455) — Dec 12, 2005

Somaxon Pharmaceuticals, Inc. (CIK 0001339455)
Date: Dec. 12, 2005 · CIK: 0001339455 · Accession: 0000936392-05-000428

AI Filing Summary & Sentiment

File numbers found in text: 333-128871

Date
December 12, 2005
Author
MORGAN STANLEY & CO. INCORPORATED
Form
CORRESP
Company
Somaxon Pharmaceuticals, Inc. (CIK 0001339455)

Letter

2725 Sand Hill Road

Suite 200

Menlo Park, CA 94025

[Morgan Stanley Logo]

MORGAN STANLEY & CO. INCORPORATED

December 12, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: SOMAXON PHARMACEUTICALS, INC.

Registration Statement on Form S-1 (File No. 333-128871)

Ladies and Gentlemen:

As Representatives of the several underwriters of the proposed public offering of up to 5,000,000 shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4 p.m. (NYT) on Wednesday, December 14, 2005, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated November 30, 2005, through the date hereof:

Preliminary Prospectus dated November 30, 2005:

12,020 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.

Very truly yours,
MORGAN STANLEY & CO. INCORPORATED

Show Raw Text
CORRESP
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corresp

    2725 Sand Hill Road

    Suite 200

    Menlo Park, CA 94025

[Morgan Stanley Logo]

MORGAN STANLEY & CO. INCORPORATED

    December 12, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:     SOMAXON PHARMACEUTICALS, INC.

                 Registration
Statement on Form S-1 (File No. 333-128871)

Ladies and Gentlemen:

As Representatives of the several underwriters of the proposed
public offering of up to 5,000,000 shares of common stock,
we hereby join the Company’s request for acceleration of
the above-referenced Registration Statement, requesting
effectiveness for 4 p.m. (NYT) on Wednesday,
December 14, 2005, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Securities Act of 1933, we wish to advise you that we
have effected the following distribution of the Company’s
Preliminary Prospectus dated November 30, 2005, through the
date hereof:

Preliminary Prospectus dated November 30, 2005:

12,020 copies to prospective underwriters, institutional
investors, dealers and others

The undersigned advise that they have complied and will continue
to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.

Very truly yours,

    MORGAN STANLEY & CO. INCORPORATED

    As Representatives of the several Underwriters

    By: Charles Newton

    By: /s/ Charles Newton

2