JEEPERS! INC.
60 HICKORY DRIVE
WALTHAM, MASSACHUSETTS 02154
(781) 890-1800
June 19, 1998
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application for Withdrawal of (i) Registration
Statement on Form S-1 (No. 333-50297) and (ii)
Registration Statement of Form 8-A (No. 000-
24461), of Jeepers! Inc.
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Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the
"Securities Act") and Rule 12d2-2 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), application hereby is made by Jeepers! Inc., a
Delaware corporation (the "Company"), to withdraw the following:
(a) the Registration Statement on Form S-1 (No. 333-50297), filed by the
Company with the Securities and Exchange Commission (the "Commission"), together
with Amendments No. 1, 2 and 3 and all exhibits thereto (the "S-1 Registration
Statement"), relating to the proposed initial public offering (the "Offering")
of shares of common stock, par value $0.01 per share, of the Company (the
"Shares"). The S-1 Registration Statement, as amended by Amendment No. 3
thereto, was declared effective by the Commission on June 18, 1998. NONE OF THE
SHARES COVERED BY THE S-1 REGISTRATION STATEMENT HAVE BEEN SOLD BY THE COMPANY
PURSUANT TO THE S-1 REGISTRATION STATEMENT.
(b) the Registration Statement on Form 8-A (No. 000-24461), filed by the
Company with the Commission, relating to Shares (the "8-A Registration
Statement").
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Securities and Exchange Commission
June 19, 1998
Page 2
The basis upon which this application for withdrawal is made is as
follows:
The representatives of the underwriters in connection with the proposed
Offering have advised the Company that market conditions are currently not
favorable for the Offering. The Company has consequently concluded that it is
not in the best interests of the Company or its stockholders to proceed with the
Offering at this time.
Accordingly, the Company respectfully requests the Commission to (i) grant
the application of the Company to have (1) the S-1 Registration Statement
withdrawn pursuant to Rule 477 under the Securities Act, and (2) the 8-A
Registration Statement withdrawn pursuant to Rule 12d2-2 under the Exchange Act
and (ii) issue an appropriate order to be included in each of the files for the
S-1 Registration Statement (No. 333-50297) and the 8-A Registration Statement
(No. 000-24461) to the effect that the S-1 Registration Statement and the 8-A
Registration Statement, respectively, have been "Withdrawn upon the request of
the Registrant, the Commission consenting thereto."
Very truly yours,
JEEPERS! INC.
By: /s/ Nabil N. El-Hage
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Nabil N. El-Hage
President and Chief
Executive Officer
cc: Securities and Exchange Commission
Ms. Carolyn Kurr
The Nasdaq Stock Market, Inc.
Ms. Judith P. Badua
