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SIGHTSOUND.COM INCORPORATED
733 Washington Road, Suite 400
Mt. Lebanon, PA 15228
September 25, 2000
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: SightSound.com Incorporated
Request to Withdraw Registration Statement on Form S-1,
as amended Registration No. 333-35322
Ladies and Gentlemen:
SightSound.com Incorporated, a Delaware corporation (the "Company"), hereby
requests pursuant to Rule 477 under the Securities Act of 1933, as amended, to
withdraw from registration the Registration Statement on Form S-1, including all
amendments and exhibits thereto (the "Registration Statement") (Registration No.
333-35322), originally filed by the Company with the Securities and Exchange
Commission (the "Commission") on April 21, 2000, and thereafter amended. This
application has been filed because the Company's Board of Directors does not
believe that the public markets would favorably respond to an initial public
offering of the Company's securities at the current time. The Registration
Statement was not declared effective by the Commission and none of the Company's
securities were sold pursuant to the Registration Statement.
The Company requests that the Commission consent to this application on the
grounds that the withdrawal of the Registration Statement is consistent with the
public interest and the protection of investors, as contemplated by paragraph(a)
of Rule 477.
Please provide the Company with a copy of the order granting withdrawal of
the Registration Statement as soon as it is available.
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Securities and Exchange Commission
Division of Corporation Finance
September 21, 2000
Page Two
If you have any questions regarding this request for withdrawal, please
contact John Hempill of Morrison & Foerster LLP, counsel for the Company, at
(212) 468-8082.
SightSound.com Incorporated
By: /s/ Scott C. Sander
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Scott C. Sander
President and Chief Executive Officer
cc: Max Webb (Securities and Exchange Commission)
John Hempill (Morrison & Foerster LLP)
Adam Turtletaub (Wilkie, Farr & Gallagher)
