ARCSOFT, INC.
46601 FREMONT BOULEVARD
FREMONT, CA 94538
July 29, 2005
VIA FACSIMILE AND EDGAR TRANSMISSION
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Atten: Ms. Loryn Zerner
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Re: | | ArcSoft, Inc. – Registration Statement on Form S-1 |
| | (File No. 333-118440) |
| | Request for Withdrawal |
Ladies and Gentlemen:
Pursuant to Rule 477(a) and (c) of the Securities Act of 1933, as amended, (the “Securities Act”), ArcSoft, Inc. (the “Registrant”) hereby requests the immediate withdrawal of its Registration Statement on Form S-1 (File No. 333-118440), together with all exhibits thereto (the “Registration Statement”), originally filed with the Commission on August 20, 2004, as well as Amendment No. 1 to such Registration Statement as filed with the Commission on September 22, 2004, on the grounds that current market conditions do not support a public offering of the Registrant’s Common Stock at this time. The Registrant requests that the Commission consent to this application on the grounds that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act.
The Registration Statement has not been declared effective. No securities under the Registration Statement have been sold. Although no decision has been made at this time, the Registrant may undertake a private offering in reliance on Rule 155(c) under the Securities Act.
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Sincerely, |
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ArcSoft, Inc. |
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/s/ Michael Deng
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Michael Deng |
President and Chief Executive Officer |