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STRATAGENE HOLDING CORPORATION
October 31, 2000
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-1, File Number 333-32208
Request for Withdrawal
Ladies and Gentlemen:
Stratagene Holding Corporation (the "Company") hereby makes
application to withdraw its Registration Statement on Form S-1, File Number
333-32208 (the "Form S-1 Registration Statement"), relating to its common stock,
par value $0.0001 per share (the "Common Stock"), pursuant to Rule 477 under the
Securities Act of 1933, as amended. The Company believes that terms that could
be obtained in the public marketplace at this time are not sufficiently
attractive to warrant proceeding with the public sale of the Common Stock. The
public offering of the Common Stock would be a discretionary financing for the
Company, and the Company does not believe that completing a discretionary
financing on potentially unfavorable terms would be in the best interests of the
Company and its stockholders. No securities have been sold under the Form S-1
Registration Statement and all activity in pursuit of the public offering has
been discontinued.
Accordingly, we request an order granting the withdrawal of the
Form S-1 Registration Statement be issued by the Securities and Exchange
Commission as soon as possible. Should you have any questions regarding this
matter, please call our attorney, Andrew S. Greenhalgh of Latham & Watkins, at
(619) 236-1234.
Very truly yours,
Stratagene Holding Corporation
By: /s/ JOSEPH A. SORGE
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Dr. Joseph A. Sorge
Chairman and Chief Executive Officer
cc: Andrew Thorpe, Securities and Exchange Commission
Marcia Brown, The Nasdaq Stock Market, Inc.
Thomas A. Edwards, Esq., Latham & Watkins
Andrew. S. Greenhalgh, Esq., Latham & Watkins
