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[TriNet Group, Inc. Letterhead]
December 8, 2000
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re: TriNet Group, Inc./Commission File No. 333-31534
Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, the undersigned registrant (the "Registrant") hereby applies for an
order granting the immediate withdrawal of its Registration Statement on
Form S-1, together with all exhibits and amendments thereto, Commission File No.
333-31534 (collectively, the "Registration Statement"). The Registration
Statement was originally filed with the Securities and Exchange Commission (the
"Commission") on March 2, 2000. In addition, the Registrant hereby requests the
immediate withdrawal of its Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12(b) and 12(g) of the Securities Exchange Act of
1934, as amended, on October 27, 2000.
Pursuant to the Registration Statement, the Registrant proposed to register
4,485,000 shares of its Common Stock, $0.0001 par value per share (the
"Shares"), for issuance to the public with a proposed maximum offering price of
$62,790,000. 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 offering of the Shares would be a discretionary financing for
the Registrant, and the Registrant does not believe that completing a
discretionary financing on unfavorable terms would be in the best interests of
the Registrant and its stockholders. No securities have been sold under the
Registration Statement and all activity in pursuit of the offering has been
discontinued.
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Securities and Exchange Commission
December 8, 2000
Page Two
Accordingly, we request an order granting the withdrawal of the Registration
Statement be issued by the Commission as soon as possible. If you have any
questions regarding the foregoing application for withdrawal, please contact
Gina C. Edwards or Jennifer J. Nam of Cooley Godward LLP, legal counsel to the
Registrant in connection with the Registration Statement, at (415) 693-2000.
Sincerely,
TriNet Group, Inc.
/s/ Martin Babinec
Martin Babinec
President and Chief Executive Officer
cc: Thomas Choe - The Nasdaq-Amex Market Group
Gina C. Edwards, Esq.
Jennifer J. Nam, Esq.
