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HAYNES AND BOONE, LLP
October 24, 2000
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W., Mail Stop 4-6
Washington, D.C. 20549-1004
Attn: Mr. Edward Kelly, Senior Counsel
OBJECTSPACE, INC.
CIK: 0001065663
Commission File No. 333-33884: Application for Withdrawal
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Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, the referenced 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.
333-33884 (collectively, the "Registration Statement"). The Registration
Statement was originally filed with the Commission on April 3, 2000;
Amendment No. 1 was filed with the Commission on April 28, 2000; and
Amendment No. 2 was filed with the Commission on August 14, 2000. Pursuant
to the Registration Statement, the Registrant proposed to register an
aggregate of 7,500,000 shares1 of its Common Stock, $0.01 par value per share
(the "Shares"), for issuance to the public, at a proposed maximum offering
price per Share of $11.00, with a proposed maximum aggregate offering price
of $115,000,000. The Shares were being offered by Donaldson, Lufkin &
Jenrette, Bear, Stearns & Co., Inc., Dain Rauscher Wessels, UBS Warburg LLC,
and DLJdirect Inc., as representatives for the several underwriters. The
Registrant believes that terms obtainable in the marketplace at this time are
not sufficiently attractive to warrant proceeding with the sale of the
Shares. The offering of the Shares would be a discretionary financing for
the
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1 The underwriters have an option to purchase up to 1,125,000
additional shares of common stock from the company to cover over-allotments.
[Letterhead]
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HAYNES AND BOONE, LLP
October 24, 2000
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Registrant, and the Registrant does not believe that completing a
discretionary financing on unfavorable terms would be in the best interests
of the Registrant and its stockholders. No securities have been sold under
the Registration Statement and no activity in pursuit of the subject offering
has been taken since August 14, 2000. Accordingly, we hereby request that an
Order granting the withdrawal of the Registration Statement be issued by the
Commission as soon as possible.
If you have any questions regarding the foregoing application for withdrawal,
please contact Gregory R. Samuel or Garrett A. DeVries at Haynes and Boone,
LLP, legal counsel to the Registrant in connection with the Registration
Statement, at (214) 651-5000.
Sincerely,
/s/ Gregory R. Samuel
Gregory R. Samuel
HAYNES AND BOONE, LLP
Attorneys for
OBJECTSPACE, INC.
