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[KIRKPATRICK & LOCKHART, LLP LETTERHEAD]
September 29, 2000
Thomas J. Poletti
310.273.1629
Fax: 310.274.8293
[email protected]
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Mr. Barry N. Summer
Re: InternetConnect, Inc. - Registration Statement on Form S-1
File Number 333-35778
Request for Withdrawal
Dear Mr. Summer:
InternetConnect, Inc. (the "Company") hereby makes application to withdraw its
Registration Statement on Form S-1, File Number 333-35778 (the "Form S-1
Registration Statement"), relating to its common stock, par value $0.001 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 or offered to be 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 contact the
undersigned at (310) 273-1870.
Sincerely,
/s/ Thomas J. Poletti
Thomas J. Poletti
cc: Kathleen Krebs (Securities and Exchange Commission)
Alison Toledo (Securities and Exchange Commission)
Leigh Spangler (NASDAQ National Market, Inc.)
Kenneth Doran (Gibson, Dunn & Crutcher)
Clifford Young (InternetConnect)
