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November 22, 2000
VIA EDGAR AND FACSIMILE
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Patrick O'Leary
Re: Xpeed Networks, Inc.
Request for withdrawal of Registration Statement on
Form S-1 (File No. 333-42030)
Ladies and Gentlemen:
Xpeed Networks, Inc. (the "Company") hereby requests to withdraw its
Registration Statement on Form S-1 (File No. 333-42030) (the "Registration
Statement") filed with the Commission on July 21, 2000, pursuant to Rule 477
under the Securities Act of 1933, as amended. The Company has elected not to
proceed with the offering due to general market conditions and a determination
that it would not be in the Company's best interest to proceed at this time.
The Company has not offered or sold any of its securities by means of the
preliminary prospectus contained in the Registration Statement.
Accordingly, the Company requests an order granting the withdrawal of the
Registration Statement to be issued by the Commission as soon as possible. The
Company also requests that all fees paid to the Commission in connection with
the filing of the Registration Statement be credited to the Company's account
with the Commission for future use.
Please do not hesitate to contact Thomas C. Klein or Steven Welles of
Wilson Sonsini Goodrich & Rosati at (650) 493-9300 with any questions you may
have regarding the Registration Statement.
Very truly yours,
XPEED NETWORKS, INC.
By: /s/Michael Pak
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Michael Pak
President and Chief Executive Officer
cc: Thomas S. Choe, The Nasdaq Stock Market, Inc.
Scott Stanton, Gray Cary Ware & Freidenrich LLP
