February 9, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Secure Computing Corporation
Registration Statement on Form S-1 (No. 333-89195)
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Ladies/Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, Secure Computing
Corporation ("Registrant") hereby applies to have the above-referenced
Registration Statement (the "Registration Statement") withdrawn. Pursuant to the
Registration Statement, the Registrant proposed to register an aggregate of
5,000,000 shares of common stock (the "Shares") for sale by Manchester
Securities Corp. (the "Investor"). The Shares were to be issued to the Investor
pursuant to a Common Stock Investment Agreement between the Registrant and the
Investor dated as of October 4, 1999 (the "Stock Investment Agreement"). The
Registrant believes that it is in the best interest of the Registrant and the
Investor not to proceed with the financing under the agreed terms of the Stock
Investment Agreement because alternative financing has been obtained.
The Registrant believes that it has adequate resources, so the
termination of the Stock Investment Agreement will not have a negative impact on
the Registrant. No securities have been sold under the Registration Statement
and all activity pursuant to the Registration Statement has been discontinued.
Accordingly, we hereby request that an Order granting the withdrawal of
the Registration Statement be issued by the Commission as soon as possible.
Please contact Kyle Guse of Heller Ehrman White & McAuliffe at (650)
234-4215 if you have any questions regarding the withdrawal of the Registration
Statement.
Very truly yours,
/s/ Tim McGurran
Secure Computing Corporation
Tim McGurran, SVP Operations and CFO
