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March 18, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
SEQUUS Pharmaceuticals, Inc.
Registration Statement on Form S-3 (No. 333-21235)
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Ladies/Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, SEQUUS
Pharmaceuticals, Inc. ("Registrant") hereby applies to have the above-referenced
Registration Statement (the "Registration Statement") withdrawn. Pursuant to the
Registration Statement, the Registrant proposed to register an aggregate of
1,150,000 shares of convertible exchangeable preferred stock (the "Shares") for
issuance to the public at a proposed offering price per Share of $50.00, with a
proposed maximum offering price of $57,500,000. The Shares were being offered by
Robertson, Stephens & Company, Dillon, Read & Co. Inc. and Punk, Ziegel &
Knoell, as representatives for the several underwriters. The Registrant believes
that terms obtainable in the marketplace at this time are not sufficiently
attractive to warrant proceeding with the sale of the Shares. The Registrant
believes that it has adequate resources so that the termination of the offering
will not have a negative impact on the Company and that completing a financing
on unfavorable terms would not be in the best interest of the Registrant and its
stockholders. No securities have been sold under the Registration Statement and
all activity in pursuit of the subject offering has been discontinued.
Accordingly, we hereby request that an Order granting the withdrawal of
the Registration Statement be issued by the Commission as soon as possible.
Please contact Richard Friedman of Heller Ehrman White & McAuliffe at
(415) 324-7140 if you have any questions regarding the withdrawal of the
Registration Statement.
Very truly yours,
SEQUUS Pharmaceuticals, Inc.
/s/ L. Scott Minick
L. Scott Minick
President
cc: Robert Osberger
Nasdaq Stock Market
Richard Friedman
