June 17, 2008
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: | Barbara C. Jacobs | |
Michael F. Johnson |
Re: | SuccessFactors, Inc. (the “Company”) | |
Registration Statement on Form S-1, filed June 3, 2008 (as amended by Form | ||
S-1/A filed June 16, 2008) | ||
File No. 333-151376 |
Acceleration Request
Requested Date: | June 23, 2008 | |
Requested Time: | 4:00 PM E.D.T. |
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 June 9, 2008 and included in the above-referenced Registration Statement, filed with the Securities and Exchange Commission on June 9, 2008, was distributed during the period June 9, 2008 through June 16, 2008 as follows:
• | 14,116 to 9 underwriters | ||
• | 0 to 0 dealers | ||
• | 1,191 to 1,191 institutions | ||
• | 49 to 49 others |
Total: 15,356 Preliminary Prospectuses
Securities and Exchange Commission
June 17, 2008
Page 2
June 17, 2008
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 the above-specified date and time, or as soon as practicable thereafter.
Very truly yours, Morgan Stanley & Co. Incorporated Goldman, Sachs & Co. Deutsche Bank Securities Inc. Wachovia Capital Markets, LLC Oppenheimer & Co. Inc. Pacific Crest Securities LLC JMP Securities LLC ThinkPanmure LLC Broadpoint Capital, Inc. | ||||
By: | Morgan Stanley & Co. Incorporated | |||
By: | /s/ William Salisbury | |||
Name: | William Salisbury | |||
Title: | Managing Director | |||