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August 12, 1999
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Robert F. Bartelmes
Re: USA.NET, Inc.
CIK: 0001039052
Commission File No. 333-75687 Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, USA.NET, Inc. (the "Registrant") hereby applies for an order granting
the immediate withdrawal of its Registration Statement on Form S-1, together
with all exhibits and amendments thereto, Commission File No. 333-75687
(collectively, the "Registration Statement"). The Registration Statement was
originally filed with the Securities and Exchange Commission (the "Commission")
on April 5, 1999.
Pursuant to the Registration Statement, the Registrant proposed to register up
to 9,775,000 shares of its Common Stock, $0.001 par value per share (the
"Shares"), for issuance to the public with a proposed maximum offering price of
$166,175,000. Based upon changed circumstances regarding the securities markets,
the Registrant has determined at this time not to pursue the initial public
offering of equity securities pursuant to the Registration Statement.
Furthermore, no securities have been sold under the Registration Statement.
Accordingly, we request an order granting the withdrawal of the Registration
Statement be issued by the Commission as soon as possible.
If you have any questions regarding the foregoing application for withdrawal,
please contact James C.T. Linfield or Michael D. Stack of Cooley Godward LLP,
legal counsel to the Registrant in connection with the Registration Statement,
at (303) 546-4000.
Sincerely,
USA.NET, Inc.
By: /s/ John W. Street
--------------------------
Chairman of the Board
cc: Judith P. Badua - Nasdaq Stock Market, Inc.
James C.T. Linfield, Esq.
Carrie L. Schiff, Esq.
