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[LETTERHEAD OF NEWBRIDGE]
Newbridge Networks Corporation
600 March Road
P.O. Box 13600
Kanata, Ontario, Canada
K2K 2E6
Peter Nadeau
TEL: (613) 599-3600
ext.: 1020
FAX: (613) 599-3672
November 12, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Newbridge Networks Corporation
Registration Statement on Form S-4 (No. 333-88763)
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Ladies and Gentleman:
Pursuant to Rule 477 of the Securities Act of 1933, Newbridge Networks
Corporation (the "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Registration Statement (the "Registration Statement") withdrawn.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
19,253,660 shares of common stock (the "Shares") for issuance pursuant to an
Agreement and Plan of Merger (the "Agreement"), dated June 22, 1999, as
amended, among Stanford Telecommunications Inc. ("Stel"), the Registrant and
Saturn Acquisition Corporation, a wholly-owned subsidiary of the Registrant.
The Registrant and Stel have renegotiated the Agreement as of November 10, 1999
to restructure the transaction as an all cash merger in which the Registrant
will purchase all of the outstanding shares of common stock of Stel for
U.S.$34.22 in cash per share. Therefore, the Registrant will not be issuing the
Shares to the Stel stockholders as provided under the original Agreement. 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 Christina L. Vail of Heller Ehrman White & McAuliffe at 650-324-
7187 if you have any questions regarding the withdrawal of the Registration
Statement.
Yours truly,
/s/ Peter Nadeau
Peter Nadeau
Corporate Vice President, General Counsel
