December 8, 2011
Via Edgar
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Barbara S. Jacobs Evan Jacobson Stephen Krikorian Tamara Tangen |
| Re: | Jive Software, Inc. Registration Statement on Form S-l (File No. 333-176483) Form 8-A (File No. 001-35367) |
Acceleration Request
| Requested Date: | December 12, 2011 |
| Requested Time: | 4:00 P.M. Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, and Rule 12d1-2 of the Securities Exchange Act of 1934, as amended, Jive Software, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-176483) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) (the “Registration Statement Acceleration Request”). In connection with the Registration Statement Acceleration Request, the Company hereby requests that the above referenced Form 8-A (File No. 001-35367) also be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff.
In connection with the acceleration request, the Company hereby acknowledges that:
| • | should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement on Form S-1 effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement on Form S-1; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement on Form S-1; and |
| • | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature page follows]
Sincerely, | ||
| Jive Software, Inc. | ||
| By: | /s/ Anthony Zingale | |
| Anthony Zingale | ||
| President and Chief Executive Officer | ||
| Cc: | Jeffrey D. Saper, Esq. |
Robert G. Day, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
Gordon K. Davidson, Esq.
Jeffrey R. Vetter, Esq.
James D. Evans, Esq.
Fenwick & West LLP
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Goldman, Sachs & Co.
200 West Street
New York, New York 10282
December 8, 2011
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Re: | Jive Software, Inc. |
| Registration Statement on Form S-1 |
| Filed on August 24, 2011 |
| File No. 333-176483 |
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of Jive Software, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 P.M. Eastern Time on December 12, 2011, or as soon thereafter as practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated November 30, 2011:
| (i) | Dates of Distribution: November 30, 2011 through the date hereof |
| (ii) | Number of prospective underwriters to whom the preliminary prospectus was furnished: 6 |
| (iii) | Number of prospectuses furnished to investors: approximately 4,882 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 691 |
We, the undersigned, as representatives of the several Underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature page follows]
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| Very truly yours, | ||
MORGAN STANLEY & CO. LLC GOLDMAN, SACHS & CO. | ||
Acting severally on behalf of themselves and the several underwriters | ||
| By: | MORGAN STANLEY & CO. LLC | |
| By: | /s/ Cynthia Gaylor | |
| Name: Cynthia Gaylor | ||
| Title: Managing Director | ||
| By: | GOLDMAN, SACHS & CO. | |
| By: | /s/ Goldman, Sachs & Co. | |
| (Goldman, Sachs & Co.) | ||
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