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NETSOURCE COMMUNICATIONS, INC.
444 SPEAR STREET, SUITE 200
SAN FRANCISCO, CA 94105
February 12, 1996
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Elliot Staffin, Esq.
Mr. Bert Braganza
James M. Daley, Esq.
RE: NETSOURCE COMMUNICATIONS, INC.; REQUEST FOR WITHDRAWAL OF
REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentleman:
NetSource Communications, Inc. (the "Company") filed a Registration
Statement on Form S-1 with the Securities and Exchange Commission (the
"Commission") on October 16, 1996, as amended by Amendment No. 1 thereto filed
on November 25, 1996 and Amendment No. 2 thereto filed on December 10, 1996. The
Company has now determined not to proceed at this time with the offering
contemplated by the Registration Statement.
Accordingly, the Company hereby requests that the Commission withdraw
the Company's Registration Statement on Form S-1, as amended by Amendment Nos. 1
and 2 thereto (File No. 333-14237) (the "Form S-1"). The Form S-1 is being
withdrawn due to the fact that the Company and its underwriters have concluded
that current market conditions will not permit the sale of the Company's Common
Stock at a price per share that would make the offering viable. The Company
further advises the Commission that no shares of Common Stock sought to be
registered pursuant to the Form S-1 have been sold.
If you should have any further questions regarding this request for
withdrawal, please do not hesitate to contact me or Christopher K. Sadeghian of
Wilson Sonsini Goodrich & Rosati, the Company's outside counsel, at (415)
493-9300.
Very truly yours,
NETSOURCE COMMUNICATIONS, INC.
By: /s/EVAN KRAUS
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Evan Kraus
Executive Vice-President,
General Counsel
