SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Section 13 and 15(d) of the Securities Exchange Act of 1934. ClearCommerce Corporation ------------------------------------------------------------- (Exact name of registrant as specified in its charter) DE 000-31575 74-2760053 - --------------- ------------- ---------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation) 11500 Metric Blvd., Suite 300, Austin, TX 78758 ------------------------------------------------------------- (Address of principal executive offices) 512-832-0132 ------------------------------------------------------------- (Registrant's telephone number, including area code) Common Stock, $0.001 par value ------------------------------------------------------------- (Title of each class of securities covered by this Form) ------------------------------------------------------------- (Titles of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports: Rule 12g-4(a)(1)(i) X Rule 12h-3(b)(1)(ii) --- --- Rule 12g-4(a)(1)(ii) Rule 12h-3(b)(2)(1) --- --- Rule 12g-4(a)(2)(i) Rule 12h-3(b)(2)(ii) --- --- Rule 12g-4(a)(2)(ii) Rule 15d-6 --- --- Rule 12h-3(b)(1)(i) --- Approximate number of holders of record as of the certification or notice date: 136. --- Pursuant to the requirements of the Securities Exchange Act of 1934, Michael S. Grajeda has caused this Certification/Notice to be signed on its behalf by the undersigned duly authorized person. ClearCommerce Corporation Date: November 6, 2000 By: /s/ Michael S. Grajeda ------------------------------------ Name: Michael S. Grajeda Title: Chief Financial Officer and Secretary [LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI] November 7, 2000 VIA FACSIMILE AND EDGAR - ----------------------- Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street Mail Stop 4-5 Washington, D.C. 20549 ATTN: Jennifer Bowes Re: CLEARCOMMERCE CORPORATION (THE "COMPANY") FORM 15 REQUESTING WITHDRAWAL OF THE COMPANY'S REGISTRATION STATEMENT ON FORM 8-A (FILE NO. 000-31575) FILED ON SEPTEMBER 20, 2000. Dear Ms. Bowes: In light of current market conditions, the Company was unable to complete its contemplated initial public offering. Therefore, the Company hereby requests withdrawal of its Registration Statement on Form 8-A (File No. 000- 31575). The Company requests such termination of registration of its Common Stock pursuant to Rule 12g-4 (a) (1) (i) of the Securities Exchange Act of 1934. Attached is the Company's requisite certificate on FORM 15 certifying its Common Stock is held of record by less than three hundred (300) persons. If you have any questions or comments, please call me at (512) 338-5432. Sincerely, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ DAVID BOWMAN -------------------------------- David Bowman cc: Michael Grajeda Paul E. Hurdlow Matthew Russell Enclosure: