January 2, 1996
Mr. Timothy S. Levenberg
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: InterDigital Communications Corporation (the "Company")
File Nos. 33-65630 and 33-77418
Dear Mr. Levenberg:
In furtherance of your conversation last week with Robert Friedel of
Pepper, Hamilton & Scheetz, the Company hereby sets forth its reasons for
requesting withdrawal of the Company's registration statements on Form S-1 and
S-3, file numbers 33-65630 and 33-77418, respectively, pursuant to Rule 477
under the Securities Act.
With regard to Registration No. 33-65630, the registration statement
was initially filed in July 1993 in connection with a proposed primary offering
to the public of convertible exchangeable preferred stock to be conducted
through a group of underwriters led by Prudential Securities. That offering was
never conducted, and the registration statement was amended in order to register
convertible exchangeable secured notes and convertible preferred stock which was
proposed to be offered to selected accredited investors unaffiliated with the
Company. That offering was likewise never conducted. The Company has no present
intention to conduct an offering of securities pursuant to that registration
statement. As a result, the Company requests the Commission's consent to
withdrawal of the Company's Registration Statement on Form S-1, Registration No.
33-65630.
With regard to Registration No. 33-77418, the registration statement
was filed in April 1994 and included two prospectuses: one relating to a
secondary offering of common stock owned by two accredited investors, and the
other relating to a secondary offering of common stock issuable upon the
exercise of warrants held by certain warrantholders. The shares acquired by the
two accredited investors have since become eligible for sale pursuant to Rule
144 and registration of the sale of such shares is no
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Timothy S. Levenberg
Securities and Exchange Commission
Page 2
January 2, 1996
longer necessary. The shares issuable upon the exercise of warrants have been
registered for resale in Registration No. 33-60711, so there is no further need
to register the shares underlying the warrants under Registration No. 33-77418.
As a result, the Company requests the Commission's consent to withdrawal of the
Company's Registration Statement on Form S-1, Registration No. 33-77418.
I trust that the foregoing reasons for withdrawal of the two referenced
registration statements are adequate to justify withdrawal as requested. If any
further information is required in connection with the registration statements,
please do not hesitate to contact me.
Thank you for your time and attention to this matter.
Very truly yours,
Lisa Axt Alexander
Assistant General Counsel
