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[LETTERHEAD OF POINTSHARE CORPORATION]
June 14, 2000
VIA FACSIMILE AND EDGAR
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Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Mail Stop 0305
Washington, D.C. 20549
Attn: Max A. Webb, Special Counsel
Pointshare Corporation
CIK: 0001032210
Commission File No. 333-31586: Application for Withdrawal
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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-
31586 (collectively, the "Registration Statement"). The Registration Statement
was originally filed with the Commission on March 3, 2000.
Pursuant to the Registration Statement, the Registrant proposed to register
shares of its Common Stock (the "Shares"), for issuance to the public. The
Shares were to be offered through Credit Suisse First Boston, Thomas Weisel
Partners, LLC, J.C. Bradford & Co., and William Blair & Company as underwriter
representatives. The Registrant believes that terms obtainable in the
marketplace at this time are not sufficiently attractive to proceed with the
sale of the Shares. The Registrant does not believe that completing a public
offering 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 no activity in pursuit of the subject offering has been taken
since on or about March 30, 2000.
Accordingly, we hereby respectfully request that an Order granting the
withdrawal of the Registration Statement be issued by the Commission as soon as
reasonably possible.
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If you have any questions regarding the foregoing application for
withdrawal, please contact Gordon Empey at Venture Law Group, legal counsel to
the Registrant in connection with the Registration Statement, at (425) 739-8743.
Sincerely,
POINTSHARE CORPORATION
/s/ Timothy J. Kilgallon
Timothy J. Kilgallon
President and Chief Executive Officer
cc: Sonya Erickson, Venture Law Group
Alan Denenberg, Shearman & Sterling
Gordon Empey, Venture Law Group
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