bkyi20131231_corresp.htm

0001437749-13-016581.txt : 20140130 0001437749-13-016581.hdr.sgml : 20140130 20131231150326 ACCESSION NUMBER: 0001437749-13-016581 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIO KEY INTERNATIONAL INC CENTRAL INDEX KEY: 0001019034 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 411761861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3349 HIGHWAY 138 STREET 2: BUIDING D, SUITE B CITY: WALL STATE: NJ ZIP: 07719 BUSINESS PHONE: 6516870414 MAIL ADDRESS: STREET 1: 3349 HIGHWAY 138 STREET 2: BUIDING D, SUITE B CITY: WALL STATE: NJ ZIP: 07719 FORMER COMPANY: FORMER CONFORMED NAME: SAC TECHNOLOGIES INC DATE OF NAME CHANGE: 19961115 CORRESP 1 filename1.htm bkyi20131231_corresp.htm

BIO-KEY INTERNATIONAL, INC.

3349 Highway 138, Building D, Suite B

Wall, New Jersey 07719

December 31, 2013

VIA EDGAR

Barbara C. Jacobs

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Re:

BIO-Key International, Inc.- Registration Statement on Form S-1

Commission File No. 333-192504

Dear Ms. Jacobs:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-Key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-190200) (the “Registration Statement”), so that it may become effective at 4:30 p.m. on December 31, 2013, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(i)

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)

the Registrant 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.

Thank you for your prompt attention to this request. We request that such effectiveness be confirmed in writing.

Very truly yours,

BIO-KEY INTERNATIONAL, INC.

By: /s/ Michael W. DePasquale

Michael W. DePasquale

Chief Executive Officer