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September 29, 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: COMMISSION FILE NO. 333-32066 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 effective on October 2, 2000 granting the withdrawal of its Registration
Statement on Form S-1, together with all exhibits and amendments thereto,
Commission File No. 333-32066 (collectively, the "Registration Statement"). The
Registration Statement was originally filed with the Securities and Exchange
Commission (the "Commission") on March 9, 2000 and declared effective on March
22, 2000.
Pursuant to the Registration Statement, the Registrant registered 3,225,261
shares of its Common Stock, $0.001 par value per share (the "Shares") including
2,880,475 of the Shares acquired by certain stockholders in connection with an
Agreement and Plan of Merger and Reorganization dated as of September 14, 1999
pursuant to which Marketwave Corporation became a wholly owned subsidiary of the
Registrant and 344,786 of the Shares issued upon exercise of outstanding
Marketwave Corporation options that were assumed by the Registrant in connection
with such acquisition. The Registrant has maintained the effectiveness of the
Registration Statement for more than 120 days and now desires to withdraw the
Registration Statement effective as of October 2, 2000.
Accordingly, we request an order granting the withdrawal of the
Registration Statement be issued by the Commission effective as of October 2,
2000.
If you have any questions regarding the foregoing application for
withdrawal, please contact John V. Bautista or Peter Hadrovic at Venture Law
Group at (650) 854-4488.
Sincerely,
/s/ Gregory C. Walker
Gregory C. Walker
Chief Financial Officer
cc: The Nasdaq-Amex Market Group
