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[Embark.com, Inc. Letterhead]
April 21, 2000
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re: Embark.com, Inc.
Commission File No. 333-88273 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.
333-88273 (collectively, the "Registration Statement"). The Registration
Statement was originally filed with the Securities and Exchange Commission
(the "Commission") on October 1, 1999.
Pursuant to the Registration Statement, the Registrant proposed to register
certain 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 $55,000,000. 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 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.
If you have any questions regarding the foregoing application for withdrawal,
please contact Matthew B. Hemington of Cooley Godward LLP, legal counsel to
the Registrant in connection with the Registration Statement, at
(650) 843-5000.
Sincerely,
Embark.com, Inc.
/s/ Phillip Dunkelberger
Phillip Dunkelberger
President and Chief Executive Officer
Cc: Kelly N. Shiflett - The Nasdaq-Amex Market Group
Matthew B. Hemington, Esq.
Charles B. Edelstein
