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[Letterhead of VIASOFT, Inc.]
March 14, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: VIASOFT, Inc. Form S-3 Registration Statement No. 333-21461
Application for Withdrawal Pursuant to Rules 477 and 478
Ladies and Gentlemen:
Pursuant to Rule 477(a) and (c) and Rule 478(c) of the Securities Act of
1933, as amended, VIASOFT, Inc. (the "Company") hereby applies for withdrawal of
the registration statement on Form S-3 and all exhibits thereto filed with the
Securities and Exchange Commission (the "Commission") on February 10, 1997 (File
No. 333-21461), as amended by Amendment No. 1 filed with the Commission on
February 13, 1997, as further amended by Amendment No. 2 filed with the
Commission on March 4, 1997 (as amended, the "Registration Statement"). The
Company has determined to request withdrawal because of unfavorable market
conditions and the determination by its Board of Directors that the sale of the
securities covered by the Registration Statement at this time would not be in
the best interests of its stockholders. None of the securities covered by the
Registration Statement have been sold.
The Company further requests:
1. That the Commission find that the withdrawal hereby
requested is consistent with the public interest and the protection of
investors; and
2. That an order with the date of granting of this withdrawal
be included in the files of the Commission for the Registration Statement,
stating "Withdrawn upon the request of the registrant, the Commission
consenting thereto."
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In order for us to confirm the granting of such order, please fax a
copy of such order to William M. Hardin, counsel to the Company, at (602)
640-6068. If you have any questions regarding this application for withdrawal,
please contact Catherine R. Hardwick, General Counsel of the Company, at (602)
952-0050 or William M. Hardin at (602) 640-9322.
Very truly yours,
VIASOFT, Inc.
/s/ Steven D. Whiteman
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By Steven D. Whiteman
President and Chief Executive Officer
cc: National Association of Securities Dealers, Inc.
Goldman, Sachs & Co.
Volpe, Welty & Company, L.L.C.
Wessels, Arnold & Henderson, L.L.C.
SoundView Group Financial Group, Inc.
Elliot B. Staffin, Esq.
William M. Hardin, Esq.
Katherine A. Martin, Esq.
