Internet Commerce Corporation
805 Third Avenue
New York, New York 10022
VIA EDGAR AND FACSIMILE
December 9, 1999
Edward M. Kelly, Esq.
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Internet Commerce Corporation (the "Company")
Registration Statement on Form S-3
File No. 333-89591 (the "Registration Statement")
Dear Mr. Kelly:
The undersigned hereby respectfully requests that, pursuant to Rule 477
promulgated under the Securities Act of 1933, as amended, the Securities and
Exchange Commission (the "Commission") withdraw the Registration Statement
effective immediately.
The Company filed the Registration Statement when the public float of
the Company was below $75 million and thus the Company was eligible to use Form
S-3 for secondary offerings only. The Commission raised certain concerns based
on the fact that the Registration Statement covered the resale of shares held by
broker-dealers and affiliates of broker-dealers and that therefore the resale of
such shares may have constituted a primary offering for which the Company was
then ineligible to use Form S-3. The Company has subsequently achieved a public
float in excess of $75 million and is eligible to use Form S-3 for both
secondary and primary offerings. The Company therefore wishes to withdraw the
Registration Statement and file a new registration statement on Form S-3 with
respect to the selling stockholders listed in the Registration Statement and
certain other stockholders of the Company that are broker-dealers or affiliates
of broker-dealers who acquired shares of the Company's Common Stock (or
securities convertible into or exchangeable for shares of the Company's Common
Stock) within the last year.
Please notify Kimon Cambouroglou of Kramer Levin Naftalis & Frankel
LLP, our counsel, at (212) 715-9107 of the effectiveness of the withdrawal.
Very truly yours,
INTERNET COMMERCE CORPORATION
By: /s/ Walter M. Psztur
----------------------------
Walter M. Psztur
Chief Financial Officer
