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SITESMITH, INC.
3283 SCOTT BOULEVARD
SANTA CLARA, CA 95054
December 8, 2000
BY EDGAR
Securities and Exchange Commission
Division of Corporate Finance
Attention: Barbara C. Jacobs
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
SITESMITH, INC.
REGISTRATION STATEMENT ON FORM S-1, SEC FILE NO. 333- 43508
Dear Ms. Jacobs:
On behalf of SiteSmith, Inc. (the "Company"), this letter is filed
pursuant to Rule 477(a) of the Securities Act of 1933, with respect to the
Registration Statement on Form S-1, SEC File No. 333-43508, filed by the Company
on August 11, 2000 (the "Registration Statement").
In light of its pending merger with a wholly-owned subsidiary of
Metromedia Fiber Network, Inc., the Company has determined not to proceed with
the public offering contemplated by the Registration Statement. There was no
circulation of preliminary prospectuses in connection with the proposed
offering, the Registration Statement was not declared effective and no
securities have been sold pursuant to the Registration Statement. Accordingly,
the Company hereby withdraws the Registration Statement.
If you have any questions regarding the request for withdrawal, please
contact Jeffrey Y. Suto of Venture Law Group, outside counsel for the company,
at 650-233-8411 or Frank Slattery, General Counsel of the Company, at
408-987-6555.
Sincerely,
SITESMITH, INC.
By: /s/MARK SPAGNOLO
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Mark Spagnolo
President and Chief Executive Officer
