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May 10, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: REGISTRATION STATEMENT ON FORM S-1
FILE NUMBER 333-88549
REQUEST FOR WITHDRAWAL
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Ladies and Gentlemen:
RealNames Corporation (the "Company") hereby makes application to
withdraw its Registration Statement on Form S-1, File Number 333-88549 (the
"Form S-1 Registration Statement"), relating to its common stock, par value
$0.001 per share (the "Common Stock"), pursuant to Rule 477 under the
Securities Act of 1933, as amended. The Company believes that terms that
could be obtained in the public marketplace at this time are not sufficiently
attractive to warrant proceeding with the public sale of the Common Stock.
The public offering of the Common Stock would be a discretionary financing
for the Company, and the Company does not believe that completing a
discretionary financing on potentially unfavorable terms would be in the best
interests of the Company and its stockholders. No securities have been sold
under the Form S-1 Registration Statement and all activity in pursuit of the
public offering has been discontinued.
Accordingly, we request an order granting the withdrawal of the Form
S-1 Registration Statement be issued by the Securities and Exchange Commission
as soon as possible.
Should you have any questions regarding this matter, please call our
attorney, Jose Macias of Wilson Sonsini Goodrich & Rosati, at (650) 493-9300.
Very truly yours,
RealNames Corporation
By: /s/ Richard Steele
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Richard Steele
Vice President, Corporate Affairs,
General Counsel and Secretary
Cc: John G. Saia
(Securities and Exchange Commission)
George Spanos
(Securities and Exchange Commission)
Marcia Brown
(NASDAQ National Stock Market, Inc.)
Jose Macias
(Wilson Sonsini Goodrich & Rosati)
