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December 18, 2000
VIA EDGAR, OVERNIGHT MAIL AND FACSIMILE
U.S. Securities & Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attn: Ms. Candace Cavalier
Re: Diva Systems Corporation - Application for Withdrawal of
Registration Statement
Dear Ms. Cavalier:
On behalf of DIVA Systems Corporation (the "Registrant"), we hereby request
pursuant to Rule 477 under the Securities Act of 1933, as amended, that the
Commission withdraw the Registrant's Registration Statement on Form S-1
initially filed with the Commission on May 9, 2000 (File No. 333-36622) (the
"Registration Statement"). This application for withdrawal is made on the
grounds that the Registrant and its underwriters have concluded that current
market conditions will not permit the sale of the Registrant's Common Stock at a
price per share that would make a public offering viable at this time. The
Registrant further advises the Commission that no shares of Common Stock sought
to be registered pursuant to the Registration Statement have been offered or
sold.
Please stamp the enclosed additional copy of this letter with the date of
receipt and return it to the undersigned in the envelope provided.
If you should have any further questions regarding this request for
withdrawal, please do not hesitate to contact Craig Norris or the undersigned at
Wilson Sonsini Goodrich & Rosati at (650) 493-9300.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Glenn J. Luinenburg
Glenn J. Luinenburg, Esq.
cc: Hendrik A. Hanselaar
Larry Sonsini, Esq.
Craig Norris, Esq.
