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On-Again-Off-Again IPO is Off Again, Says Filer — Not So Fast, Says SEC

February 24, 2011

Something happened today that hasn’t happened in nearly seven years: the SEC has denied a registrant’s request to withdraw its registration statement.

The registrant is Wave2Wave Communications (WAV), which first filed a form S-1 for its initial public offering back in February of last year.  The company’s path to going public had already been choppy even before today.  Wave2Wave withdrew its original S-1, along with a subsequent post-effective amendment, after realizing the revisions it wanted to make to its IPO would require ditching the current registration and filing a new S-1.  (This was the source of some confusion for the Wall Street Journal online; Wave2Wave’s reasons for the stutter step are touched on in their form AW filing dated 12/15/2010).

Photo by Nancy McClure. Some rights reserved.

The new S-1 was filed on December 16, and the subsequent request for withdrawal was submitted February 10.

No reason was given by the company for the change of heart.  Likewise, with this morning’s Order Denying Withdrawal of Registration Statement (Release No. 9190), the SEC offered no specific reason for the denial, saying only that granting it would not be “consistent with the public interest and the protection of investors.”

That’s in contrast to the last time such an Order was issued.  When the SEC similarly denied a withdrawal request by Maximum Dynamics, Inc., in November 2004, it pointed to the company’s communication of “false and misleading information” about the registration and its withdrawal.

All of which leads us to believe there is more to the story.  Stay tuned.

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