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[Letterhead of CelebrateExpress.com, Inc.]
July 31, 2000
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re: CelebrateExpress.com, Inc.
CIK:1100124
Commission File No. 333-94527 Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, CelebrateExpress.com, Inc., a Washington corporation (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. 333-94527 (collectively, the
"Registration Statement"). The Registration Statement was originally filed
with the Securities and Exchange Commission (the "Commission") on January 12,
2000.
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
$40,000,000. Based upon changed circumstances regarding the securities
markets, the Registrant has determined at this time not to pursue the initial
public offering of equity securities pursuant to the Registration Statement.
Furthermore, no securities have been sold under the Registration Statement.
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 Christopher W. Wright or Matthew D. Latimer of Cooley Godward
LLP, legal counsel to the Registrant in connection with the Registration
Statement, at (425) 893-7700.
Sincerely,
CelebrateExpress.com, Inc.
/s/ Michael K. Jewell
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Michael K. Jewell
President
cc: H. Christopher Owings, Securities and Exchange Commission
Marcia Brown - Nasdaq Stock Market, Inc.
John E. Hayes, III, Esq.
Jeff T. Harris, Esq.
