November 15, 2007
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Mark P. Shuman | |
David L. Orlic |
Re: | SuccessFactors, Inc. (the “Company”) | |
Registration Statement on Form S-1 | ||
File No. 333-144758 |
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 November 5, 2007 and included in Amendment No. 6 to the above-referenced Registration Statement, filed with the Securities and Exchange Commission on November 5, 2007, was distributed during the period November 5, 2007 through November 13, 2007 as follows:
• | 14,116 to underwriters | ||
• | 0 to dealers | ||
• | 1,149 institutions | ||
• | 117 others |
Total: 15,382 Preliminary Prospectuses
Securities and Exchange Commission
November 15, 2007
Page 2
November 15, 2007
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 November 19, 2007 at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.
Very truly yours, Morgan Stanley & Co. Incorporated Goldman, Sachs & Co. J.P. Morgan Securities Inc. JMP Securities LLC Pacific Crest Securities Inc. | ||||
By: | Morgan Stanley & Co. Incorporated | |||
By: | /s/ Brad Rencher | |||
Name: | Brad Rencher | |||
Title: | Associate | |||
By: | Goldman, Sachs & Co. | |||
By: | /s/ Goldman, Sachs & Co. |