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May 24, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Sonic Solutions
Registration Statement on Form S-3 (No. 333-72671)
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Ladies/Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, Sonic Solutions
("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Statement (the "Registration Statement") withdrawn.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
1,800,000 shares of common stock (the "Shares") for resale by Kingsbridge
Capital Limited (the "Investor"). The Shares were to be issued to the Investor
pursuant to a Stock Purchase Agreement between the Registrant and the Investor
dated as of February 12, 1999 (the "Stock Purchase Agreement"). The Registrant
believes that it is unable to proceed with the financing under the agreed terms
of the Stock Purchase Agreement since the staff of the Securities and Exchange
Commission has questioned Registrant's eligibility to use Form S-3 in connection
with the resale of the Shares issued to the Investor pursuant to the Stock
Purchase Agreement.
The Registrant believes that it has adequate resources, so the termination
of the Stock Purchase Agreement and the resale of the Shares by the Investor
under the Registration Statement will not have a negative impact on the
Registrant. No securities have been resold under the Registration Statement and
all activity pursuant to the Registration Statement 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 August Moretti of Heller Ehrman White & McAuliffe at (650)
234-4229 if you have any questions regarding the withdrawal of the Registration
Statement.
Very truly yours,
/s/ Robert Doris
Sonic Solutions
Robert Doris, President
