Silicon Graphics International (SGI) Inactive
Filed: 27 May 05, 12:00am
May 27, 2005 | [Rackable Systems Logo] 1933 Milmont Drive Milpitas, California 95035
P 408.240.8300 F 408.321.0293
www.rackable.com | |
VIA FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
| Re: | Rackable Systems, Inc. |
| Form S-1 Registration Statement (File No. 333-122576) |
Ladies and Gentlemen:
The undersigned registrant hereby requests that the Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective at 5:30 p.m. Eastern Time on June 1, 2005 or as soon thereafter as is practicable.
Very truly yours,
RACKABLE SYSTEMS, INC.
| By | /s/ Todd R. Ford | |
Todd R. Ford Executive Vice President of Operations and Chief Financial Officer | ||
| cc: | Tom Barton |
Brett D. White, Esq.
Scott Leichtner, Esq.
May 27, 2005
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
| Re: | Rackable Systems, Inc. (the “Company”) |
Registration Statement on Form S-1
File No. 333-122576
Dear Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended, the undersigned, as representatives of the underwriters of the proposed public offering of shares of common stock, $0.001 par value per share, of the Company, hereby advise you that the Preliminary Prospectus, dated May 4, 2005 and included in Amendment No. 3 to the above-referenced Registration Statement, filed with the Securities and Exchange Commission on May 4, 2005, was distributed during the period May 4 through May 27, 2005 as follows:
| • | 55 to dealers |
| • | 3,374 to institutions |
| • | 2,898 to others |
Total: 6,327 Preliminary Prospectuses
Securities and Exchange Commission
May 27, 2005
Page 2
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby join in the request of the Company that the effective date for the above-referenced Registration Statement on Form S-1 be accelerated so that the Registration Statement may become effective on June 1, 2005 at 5:30 p.m., Eastern Standard Time, or as soon as practicable thereafter.
Very truly yours,
THOMAS WEISEL PARTNERS LLC PIPER JAFFRAY & CO. RBC CAPITAL MARKETS CORPORATION PACIFIC CREST SECURITIES INC.
By: THOMAS WEISEL PARTNERS LLC | ||
| /s/ Jason Pedersen | ||
| By: | Jason Pedersen | |
| Title: | Partner | |