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MEDIAPLEX, INC.
177 Steuart Street
San Francisco, CA 94105
(415) 808-1900 - telephone
(415) 808-1901 - facsimile
www.mediaplex.com
April 27, 2000
VIA EDGAR, OVERNIGHT MAIL AND FACSIMILE
John G. Saia, Esq.
U.S. Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Mediaplex, Inc. - Withdrawal of Registration Statement on Form S-1
Dear Mr. Saia:
Pursuant to Rule 477 under the Securities Act of 1933, as amended,
Mediaplex, Inc. (the "Company") hereby requests that the Commission withdraw the
Company's Registration Statement on Form S-1 initially filed with the Commission
on March 17, 2000 and subsequently amended on March 20, 2000, March 29, 2000 and
April 25, 2000 (File No. 333-32754) (the "Registration Statement"). The
Registration Statement is being withdrawn due to the fact that the Company and
its underwriters have concluded that current market conditions will not permit
the sale of the Company's Common Stock at a price per share that would make the
offering viable. The Company further advises the Commission that no shares of
Common Stock sought to be registered pursuant to the Registration Statement have
been sold.
Please stamp the enclosed additional copy of this letter with the date of
receipt and return it to the undersigned in the envelope provided.
If you should have any further questions regarding this request for
withdrawal, please do not hesitate to contact the undersigned or Michelle L.
Whipkey at Wilson Sonsini Goodrich & Rosati at (650) 320-4791.
Very truly yours,
MEDIAPLEX, INC.
/s/ Alan M. Raifman
Alan M. Raifman
Vice President, Legal and Business Affairs
