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SKYDESK, INC.
12348 High Bluff Drive
San Diego, CA 92130
(858) 720-4400
June 30, 2000
VIA EDGARLINK AND FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Mr. Jeffrey Riedler, Assistant Director
and Mr. Andrew Thorpe, Examiner
Re: SkyDesk, Inc. Registration Statement on Form S-1 (File No.
333-32188) Form RW - Application for Withdrawal
Dear Messrs. Riedler and Thorpe:
Pursuant to Rule 477(a) promulgated under the Securities Act of
1933, as amended, SkyDesk, Inc., a Delaware corporation (the "Registrant")
hereby applies for an order granting the immediate withdrawal of its
Registration Statement on Form S-1, File No. 333-32188, together with all
exhibits thereto (the "Registration Statement"). The Registration Statement was
originally filed with the Securities and Exchange Commission on March 10, 2000.
Pursuant to the Registration Statement, the Registrant proposed
to register shares of its Common Stock, $0.001 par value per share (the
"Shares"), for issuance to the public. The Registrant believes that the terms
obtainable in the marketplace at this time are not sufficiently attractive to
warrant proceeding with the sale of the Shares and that completing a
discretionary financing on unfavorable terms would not be in the best interests
of the Registrant or its stockholders at this time. No securities have been sold
under the Registration Statement and no activity in pursuit of this offering has
taken place since April 20, 2000. Accordingly, we hereby request that an order
granting the withdrawal of the Registration Statement be issued by the
Securities and Exchange Commission as soon as possible.
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Should you have any questions regarding this matter, please do
not hesitate to contact me at (858) 720-4406, or Jeff Thacker of Brobeck,
Phleger & Harrison LLP, legal counsel to the Registrant, at (858) 720-2577.
Sincerely,
SKYDESK, INC.
By: /s/ Dan L. Dearen
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Dan L. Dearen, Chief Financial
Officer and Executive Vice President
cc: Scott Stanton, Esq.
