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[LETTERHEAD OF 800.COM, INC.]
June 21, 2000
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: 800.COM, INC.
CIK: 1074090
COMMISSION FILE NO. 333-33104: APPLICATION FOR WITHDRAWAL
Dear Sir or Madam:
Pursuant to Rule 477(a) 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 (Commission File No. 333-33104), together with all exhibits and amendments
thereto (collectively, the "Registration Statement"). The Registration Statement
was originally filed with the Commission on March 23, 2000.
Pursuant to the Registration Statement, the Registrant proposed to
register shares of its Common Stock (the "Shares") for issuance to the public.
The Shares were to be offered through FleetBoston Robertson Stephens Inc., Dain
Rauscher Incorporated, and Prudential Securities Incorporated, as underwriter
representatives. The Registrant believes that terms obtainable in the
marketplace at this time are not sufficiently attractive to proceed with the
sale of the Shares. The Registrant does not believe that completing a public
offering on unfavorable terms would be in the best interests of the Registrant
and its shareholders. No securities have been sold under the Registration
Statement and no substantial activity in pursuit of the subject offering has
been taken since shortly after the Registration Statement was filed.
Accordingly, we hereby respectfully request that an Order granting the
withdrawal of the Registration Statement be issued by the Commission as soon as
reasonably possible.
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Securities and Exchange Commission
June 21, 2000
Page 2
If you have any questions regarding the foregoing application for
withdrawal, please contact Roy Tucker at Perkins Coie LLP, legal counsel to the
Registrant in connection with the Registration Statement, at (503) 727-2044.
Sincerely,
800.COM, INC.
/s/ Gregory L. Drew
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Gregory L. Drew
President and Chief Executive Officer
cc: Keir D. Gumbs, SEC (Mail Stop 0308)
Karen J. Garnett, SEC (Mail Stop 0308)
Cynthia T. Melo, Nasdaq Listing Qualifications
Peter T. Healy, O'Melveny & Meyers LLP
Roy W. Tucker, Perkins Coie LLP
