0001193125-16-672018.txt : 20160909 0001193125-16-672018.hdr.sgml : 20160909 20160804171802 ACCESSION NUMBER: 0001193125-16-672018 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAVIUM, INC. CENTRAL INDEX KEY: 0001175609 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770558625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2315 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 650-623-7000 MAIL ADDRESS: STREET 1: 2315 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: CAVIUM NETWORKS, INC. DATE OF NAME CHANGE: 20070309 FORMER COMPANY: FORMER CONFORMED NAME: CAVIUM NETWORKS DATE OF NAME CHANGE: 20020614 CORRESP 1 filename1.htm Acceleration Request

Cavium, Inc.

2315 N. First Street

San Jose, California 95131

August 4, 2016

VIA EDGAR

Amanda Ravitz

Assistant Director

Office of Electronics and Machinery

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re: Cavium, Inc.

Registration Statement on Form S-4

Filed July 27, 2016

File No. 333-212499

Dear Ms. Ravitz:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Cavium, Inc. (the “Company”) hereby requests that the effectiveness under the Act of the above-captioned Registration Statement on Form S-4 (File No. 333-212499) (the “Registration Statement”) be accelerated to August 8, 2016 at 9:00 a.m. Eastern Time or as soon as thereafter practicable. In connection with the acceleration request, the Company hereby acknowledges that:

 

  •   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;

 

  •   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 Registration Statement; and

 

  •   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.

 

U.S. Securities and Exchange Commission

Page 2

 

We request that we be notified of such effectiveness by a telephone call to Michael J. Mies of Skadden, Arps, Slate, Meagher & Flom LLP at (650) 470-3130 and that such effectiveness also be confirmed in writing.

 

Sincerely,
Cavium, Inc.
By:  

/s/ Vincent P. Pangrazio

  Name: Vincent P. Pangrazio
  Title: Senior Vice President and General Counsel

 

cc: Michael J. Mies, Skadden, Arps, Slate, Meagher & Flom