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[NOOSH Letterhead]
May 22, 2000
VIA EDGAR, FACSIMILE AND U.S. MAIL
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re: NOOSH, Inc.
Commission File No. 333-95377 Application for Withdrawal
Ladies and Gentlemen:
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, together with all exhibits and amendments thereto, Commission File No. 333-
95377 (collectively, the "Registration Statement"). The Registration Statement
was originally filed with the Securities and Exchange Commission (the
"Commission") on January 25, 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 with a proposed maximum offering price of
$59,800,000. 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 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 offered or sold
under the Registration Statement and all activity in pursuit of the offering has
been discontinued.
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 Timothy J. Moore, General Counsel of the Registrant, at (650)
320-6116.
Sincerely,
NOOSH, Inc.
/s/ Hagi Schwartz
Hagi Schwartz
Vice President of Finance and Chief Financial Officer
cc: The Nasdaq-Amex Market Group
Timothy J. Moore, Esq.
Laura A. Berezin, Esq.
Steven B. Stokdyk, Esq.
