February 8, 2001
VIA EDGAR
- ---------
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
RE: WorldRes.com, Inc.
CIK: 1096000
Commission File No. 333-34380 Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, Worldres.com, Inc., a Delaware corporation (the "Registrant") hereby
applies for an order granting the immediate withdrawal of its Registration
Statement on Form S-1, together with all exhibits and amendments thereto,
Commission File No. 333-34380 (collectively, the "Registration Statement"). The
Registration Statement was originally filed with the Securities and Exchange
Commission (the "Commission") on April 7, 2000.
Pursuant to the Registration Statement, the Registrant proposed to register
certain shares of its Common Stock $.001 par value per share (the "Shares"), for
issuance to the public with a proposed maximum offering price of $69,000,000.
Based upon changed circumstances regarding the securities markets, the
Registrant has determined at this time not to pursue the initial public offering
of the Shares pursuant to the Registration Statement. Furthermore, no
securities have been sold under the Registration Statement.
Accordingly, we request an order granting the withdrawal of the Registration
Statement be issued by the Commission as soon as possible.
If you have any questions regarding the foregoing application for withdrawal,
please contact James Smith or Scott Elliott of Orrick, Herrington & Sutcliffe
LLP, legal counsel to the Registrant in connection with the Registration
Statement at (650) 614-7400.
Sincerely,
WorldRes.com, Inc.
/s/ Gregory A. Jones
Gregory A. Jones
President & Chief Executive Officer
cc: James M. Daly, Securities and Exchange Commission
Edward M. Kelly, Securities and Exchange Commission
Tony J. Lawrence, The Nasdaq Stock Market
Scott D. Elliott, Orrick, Herrington & Sutcliffe LLP
Gregory C. Smith, Skadden, Arps, Slate, Meaghen & Flom LLP