VeriFone Holdings, Inc.
2099 Gateway Place, Suite 600
San Jose, California 95110
Telephone: (408) 232-7800
April 26, 2005
VIA FACSIMILE
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Ms. Barbara Jacobs
Assistant Director
Division of Corporation Finance
Re: VeriFone Holdings, Inc.
Registration Statement on Form S-1
File No. 333-121947
Dear Ms. Jacobs:
In accordance with Rule 461 under the Securities Act of 1933, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (No. 333-121947) (the “Registration Statement”) of VeriFone Holdings, Inc. (the “Registrant”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, DC time, on April 28, 2005, or as soon as practicable thereafter. The Registrant is aware of its obligations under the Securities Act of 1933.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Sullivan & Cromwell LLP, by calling Scott D. Miller at (650) 461-5620. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Sullivan & Cromwell LLP, Attention: Scott D. Miller, by facsimile to (650) 461-5700.
Please do not hesitate to call Mr. Miller at (650) 461-5620 if you have any questions regarding this request.
| Very truly yours | |
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| /s/ Douglas G. Bergeron |
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| Douglas G. Bergeron | |
| Chairman and Chief Executive Officer | |
cc: | Daniel Lee |
| (Securities and Exchange Commission) |
April 26, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: VERIFONE HOLDINGS, INC.
Registration Statement on Form S-1 (File No. 333-121947)
Ladies and Gentlemen:
As Representatives of the several underwriters of the proposed public offering of up to 17,710,000 shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4 p.m. (NYT) on Thursday, April 28, 2005, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated April 18, 2005, through the date hereof:
Preliminary Prospectus dated April 18, 2005:
18,431 copies to prospective underwriters, institutional investors, dealers and others
The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
| Very truly yours, | ||
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| J.P. MORGAN SECURITIES INC. | ||
| LEHMAN BROTHERS INC. | ||
| As Representatives of the several Underwriters | ||
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| By: LEHMAN BROTHERS INC. | ||
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| By: | /s/ Victoria Hale |
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| Victoria Hale |
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| Vice President |
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