Withdrawal of Registration Statement (rw)
November 15 2012 - 4:20PM
Edgar (US Regulatory)
Eloqua, Inc.
1921 Gallows Road, Suite 200
Vienna, VA 22182
VIA EDGAR AND FACSIMILE
November 15, 2012
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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Withdrawal of Registration Statement on Form S-1 (File No. 333-184711)
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Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the
Securities Act), Eloqua, Inc., a Delaware corporation (the Registrant), hereby requests that the Securities and Exchange Commission (the Commission) consent to the withdrawal, effective as of the date hereof or at
the earliest practicable date hereafter, of its Registration Statement on Form S-1 (File No. 333-184711), together with all amendments and exhibits thereto (collectively, the Registration Statement). The Registration Statement was
originally filed with the Commission on November 1, 2012.
The Registrant requests that the Commission consent to the withdrawal of the
Registration Statement on the grounds that the Registrant has determined not to pursue the public offering to which the Registration Statement relates at this time due to market conditions. All of the shares to be sold in the offering consisted of
shares held by certain of the Registrants existing stockholders and shares that would have been acquired upon the exercise of options in connection with the offering. The Registrant hereby confirms that no securities have been sold pursuant to
the Registration Statement. As such, withdrawal of the Registration Statement is consistent with the public interest and the protection of investors.
The Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with filing of the Registration Statement. However, the
Registrant requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use should the Registrant proceed with the filing of a subsequent registration statement meeting the
requirements of Rule 457(p) under the Securities Act.
Please send copies of the written order granting withdrawal of the Registration Statement to the
undersigned at Eloqua, Inc., 1921 Gallows Road, Suite 200, Vienna, Virginia 22182, facsimile number 703-584-2751, with a copy to the Registrants counsel, Goodwin Procter LLP, Exchange Place, Boston, Massachusetts 02109, facsimile number
(617) 523-1231, attention Christopher J. Austin.
If you have any questions with respect to this matter, please contact Christopher J. Austin of
Goodwin Procter LLP at (617) 570-1568.
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Sincerely,
ELOQUA, INC.
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/s/ Joseph P. Payne
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Joseph P. Payne
Chief Executive Officer
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