RTS WIRELESS, INC.
51 East Bethpage Road
Plainview, New York 11803
December 13, 2000
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re: RTS Wireless, Inc.-Commission file no. 333-33566 - Request for
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Withdrawal
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Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933,
as amended, RTS Wireless, Inc. (the "Registrant") hereby applies for an order
granting the immediate withdrawal of its registration statement on Form S-1,
together with all exhibits thereto, Commission File No. 333-33566 (the
"Registration Statement"), which was filed with the Securities and Exchange
Commission (the "Commission") on March 30, 2000.
The Registrant has determined not to offer any shares of its capital
stock through a public offering, and has entered into an agreement and plan of
merger dated as of December 13, 2000 with Aether Systems, Inc., a Delaware
corporation ("Aether"), and RTS Wireless Acquisition, Inc., a Delaware
corporation and a wholly-owned subsidiary of Aether ("Merger Sub"), pursuant to
which Aether will acquire all of the shares of capital stock of the Registrant
through the merger of Merger Sub and the Registrant. Aether announced the
signing of the foregoing agreement and plan of merger in a press release dated
December 13, 2000.
Accordingly, the Registrant hereby requests that an order for the
withdrawal of the Registration Statement be issued by the Commission as soon as
possible.
If you have any questions regarding the foregoing request for
withdrawal, please contact Timothy I. Kahler, legal counsel to the Registrant,
at (212) 704-6169.
RTS WIRELESS, INC.
By: /s/ Michael Druckman
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Name: Michael Druckman
Title: Vice President-Finance and
Chief Financial Officer
