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[Letterhead of VASCO Data Security International, Inc.]
April 14, 2000
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20548
Re: VASCO Data Security International, Inc.
Commission File No. 333-30262--Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, VASCO Data Security International, Inc. (the "Registrant"), hereby
respectfully requests that the Securities and Exchange Commission issue an order
granting the immediate withdrawal of the Registrant's Registration Statement on
Form S-1, together with all exhibits and amendments thereto, Commission File No.
333-30262 (collectively, the "Registration Statement"). The Registration
Statement was originally filed with the Securities and Exchange Commission (the
"Commission") on Form S-3 on February 11, 2000.
The Registrant is requesting such withdrawal because of unfavorable market
conditions that would adversely affect the offering of the shares of common
stock, par value $.001 per share, covered by the Registration Statement. No
shares of the Registrant's common stock have been issued or sold under the
Registration Statement and all activity in pursuit of the offering has been
discontinued. Accordingly, we request an order granting the withdrawal of the
Registration Statement be issued by the Commission as soon as possible.
The Registrant further requests that, pursuant to Rule 477(c), an order with the
date of the granting of the withdrawal be included in the file for the
Registration Statement in the following manner: "Withdrawn upon the request of
the Registrant, the Commission consenting thereto.
If you have any questions regarding the foregoing application for withdrawal,
please contact Robert B. Murphy or Steven E. Friedman of Piper Marbury Rudnick &
Wolfe LLP, legal counsel to the Registrant in connection with the Registration
Statement, at (202) 861-3900.
Sincerely,
VASCO Data Security International, Inc.
/s/T. Kendall Hunt, Chairman
cc: Robert B. Murphy, Esq.
Walda Decreus, Esq.
