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July 21, 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 333-35014
Request for Withdrawal
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Ladies and Gentlemen:
NetFlix.com, Inc. (the "Company") hereby makes application to withdraw its
Registration Statement on Form S-1, File Number 333-35014 (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.
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Should you have any questions regarding this matter, please call our
attorney, Robert Sanchez of Wilson Sonsini Goodrich & Rosati, at (650) 493-9300.
Very truly yours,
NETFLIX.COM, INC.
By: /s/ Barry McCarthy
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Barry McCarthy
Chief Financial Officer
cc: Kenneth Lench
(Securities and Exchange Commission)
Jim Campbell
(Securities and Exchange Commission)
Una Hahn
(NASDAQ National Stock Market, Inc.)
Robert Sanchez
(Wilson Sonsini Goodrich & Rosati)
