corresp
AeroVironment, Inc.
181 W. Huntington Drive, Suite 202
Monrovia, CA 91016
January 18, 2007
VIA EDGAR TRANSMISSION AND FACSIMILE
(202) 772-9369
Max A. Webb
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E., Mail Stop 3561
Washington, D.C. 20549
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Re:
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AeroVironment, Inc. |
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Registration Statement on Form S-1 |
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File No. 333-137658 |
Dear Mr. Webb:
Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities
Act of 1933, as amended, the undersigned, on behalf of AeroVironment, Inc. (the Company),
respectfully requests that the effective date of the Registration Statement on Form S-1 referred to
above be accelerated so that it will become effective at 4:00 p.m. Eastern Time on Monday, January
22, 2007 or as soon as practicable thereafter.
The undersigned, on behalf of the Company, acknowledges the following:
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should 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; |
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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 |
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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. |
This request for acceleration is subject, however, to your receiving a telephone call prior to
such time from our legal counsel, Latham & Watkins LLP, confirming this request.
Thank you for your assistance and cooperation in this matter.
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Very truly yours,
AeroVironment, Inc.
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By: |
/s/ Timothy E. Conver |
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Timothy E. Conver |
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President and Chief Executive Officer |
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cc:
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Joshua Ravitz, Securities and Exchange Commission |
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Craig M. Garner, Esq., Latham & Watkins LLP |
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Michael E. Sullivan, Esq., Latham & Watkins LLP |