OPEN PORT TECHNOLOGY, INC.
December 14, 2000
VIA EDGAR AND COURIER
James M. Daly
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
Divison of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
RE: Open Port Technology, Inc.
Commission File No. 333-34040 Application for Withdrawal
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Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended,
the undersigned registrant (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. 333-34040
(collectively, the "Registration Statement"). The Registration Statement was
originally filed with the Securities and Exchange Commission (the "Commission")
on April 5, 2000.
Pursuant to the Registration Statement, the Registrant proposed to register
4,600,000 shares of its Common Stock, $0.001 par value per share (the "Shares"),
for issuance to the public. The marketplace for the Shares during the period
since the Registrant's initial filing did not present a sufficiently attractive
opportunity to proceed with the sale of the Shares. The Registrant does not
anticipate that it will engage in an offering of its securities in the
foreseeable future. The Registrant did not print or distribute any preliminary
prospectuses, nor has the Registrant actively offered or sold any securities
under the Registration Statement and all activity in pursuit of the offering was
discontinued as of July 10, 2000.
Accordingly, we request an order granting the withdrawal of the Registration
Statement be issued by the Commission as soon as possible.
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If you have any questions regarding the foregoing application for withdrawal,
please contact Neal. I. Aizenstein at (312) 876-8938, or in his absence Paul D.
Zier at (312) 876-1264, both of Sonnenschein, Nath & Rosenthal, legal counsel to
the Registrant in connection with the Registration Statement.
Sincerely,
Open Port Technology, Inc.
/s/ Clarissa Cerda
Clarissa Cerda
General Counsel
cc: Elliot Staffin
Eric West
Dennis Muse
John Hession
Janet Smerling LeVee
Linda C. Harris
Neal I. Aizenstein
Paul D. Zier
