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SEC Company Response from HouseValues, Inc. (CIK 0001298978) — Dec 9, 2004

HouseValues, Inc. (CIK 0001298978)
Date: Dec. 9, 2004 · CIK: 0001298978 · Accession: 0001193125-04-209782

AI Filing Summary & Sentiment

File numbers found in text: 333-118740

Referenced dates: December 8, 2004

Date
December 9, 2004
Author
/s/ Gregg I. Eskenazi
Form
CORRESP
Company
HouseValues, Inc. (CIK 0001298978)

Letter

Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Re: HouseValues, Inc. Form S-1 Registration No. 333-118740 Originally filed September 1, 2004

Dear Ms. Kim:

This letter sets forth the representations of HouseValues, Inc. (the “Company”) requested in the Staff’s supplemental letter dated December 8, 2004 relating to the Company’s registration statement on Form S-1 and the Company’s initial public offering of its common stock (the “Offering”).

The Company hereby represents that the managing underwriters have:

(a) confirmed to the Company that the managing underwriters have advised all potential members of the underwriting syndicate and the selling group and all the members of the managing underwriters’ own sales force of the material changes to the circulated preliminary prospectus that will appear in the final prospectus;

(b) confirmed to the Company that, prior to the delivery of confirmations or final prospectuses, each member of the managing underwriters’ own sales force will advise each of its customers that is a prospective purchaser of the material changes to the circulated preliminary prospectus that will appear in the final prospectus; and

(c) confirmed to the Company that either (1) each potential member of the underwriting syndicate and each potential member of the selling group has agreed to orally advise each of its customers that is a prospective purchaser in the Offering of the material changes to the circulated preliminary prospectus that will appear in the final prospectus prior to the delivery of confirmations or final prospectuses, or (2) prior to the delivery of confirmations or final prospectuses, all prospective purchasers will be advised of the material changes to the circulated preliminary prospectus that will appear in the final prospectus.

December 9, 2004

Page

If you have any further comments or questions regarding this letter, please contact me at (425) 732-4102 or call Patrick Devine of Perkins Coie LLP at (206) 359-8448 or Scott Gelband of Perkins Coie LLP at (206) 359-8650.

Very truly yours,
/s/ Gregg I. Eskenazi

Show Raw Text
CORRESP
1
filename1.htm

CORRESPONDENCE

 [Letterhead of HouseValues, Inc.]

 December 9, 2004

 Via Facsimile

 Ms. Peggy Kim

 Senior Counsel

 Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, DC 20549

Re:
HouseValues, Inc. Form S-1

 Registration No.
333-118740

 Originally filed September 1, 2004

 Dear Ms. Kim:

 This letter sets forth the representations of HouseValues, Inc. (the “Company”) requested in the Staff’s supplemental letter dated December
8, 2004 relating to the Company’s registration statement on Form S-1 and the Company’s initial public offering of its common stock (the “Offering”).

 The Company hereby represents that the managing underwriters have:

(a)
confirmed to the Company that the managing underwriters have advised all potential members of the underwriting syndicate and the selling group and all the members of the managing
underwriters’ own sales force of the material changes to the circulated preliminary prospectus that will appear in the final prospectus;

(b)
confirmed to the Company that, prior to the delivery of confirmations or final prospectuses, each member of the managing underwriters’ own sales force will advise each of its
customers that is a prospective purchaser of the material changes to the circulated preliminary prospectus that will appear in the final prospectus; and

(c)
confirmed to the Company that either (1) each potential member of the underwriting syndicate and each potential member of the selling group has agreed to orally advise each of its
customers that is a prospective purchaser in the Offering of the material changes to the circulated preliminary prospectus that will appear in the final prospectus prior to the delivery of confirmations or final prospectuses, or (2) prior to the
delivery of confirmations or final prospectuses, all prospective purchasers will be advised of the material changes to the circulated preliminary prospectus that will appear in the final prospectus.

 December 9, 2004

Page
 2

 If you have any further comments or questions regarding this letter, please contact me at (425) 732-4102 or call Patrick Devine of Perkins Coie LLP at (206) 359-8448 or Scott Gelband of Perkins Coie LLP at (206)
359-8650.

 Very truly yours,

 /s/ Gregg I. Eskenazi

 Gregg I. Eskenazi

 General Counsel and Secretary

 HouseValues, Inc.

cc:
Credit Suisse First Boston LLC

 J.P. Morgan Securities
Inc.

 Piper Jaffray & Co.

 Thomas Weisel Partners LLC

 Pacific Crest Securities Inc.

 Perkins Coie LLP

 Wilson Sonsini Goodrich
& Rosati, Professional Corporation

 KPMG LLP