SEC Company Response from VeriFone Holdings, Inc. (CIK 0001312073) — Apr 26, 2005
VeriFone Holdings, Inc. (CIK 0001312073)
Date: April 26, 2005 · CIK: 0001312073 · Accession: 0001104659-05-018131
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File numbers found in text: 333-121947
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CORRESP 1 filename1.htm VeriFone Holdings, Inc. 2099 Gateway Place, Suite 600 San Jose, California 95110 Telephone: (408) 232-7800 April 26, 2005 VIA FACSIMILE Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Attn: Ms. Barbara Jacobs Assistant Director Division of Corporation Finance Re: VeriFone Holdings, Inc. Registration Statement on Form S-1 File No. 333-121947 Dear Ms. Jacobs: In accordance with Rule 461 under the Securities Act of 1933, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (No. 333-121947) (the “Registration Statement”) of VeriFone Holdings, Inc. (the “Registrant”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, DC time, on April 28, 2005, or as soon as practicable thereafter. The Registrant is aware of its obligations under the Securities Act of 1933. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Sullivan & Cromwell LLP, by calling Scott D. Miller at (650) 461-5620. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Sullivan & Cromwell LLP, Attention: Scott D. Miller, by facsimile to (650) 461-5700. Please do not hesitate to call Mr. Miller at (650) 461-5620 if you have any questions regarding this request. Very truly yours /s/ Douglas G. Bergeron Douglas G. Bergeron Chairman and Chief Executive Officer cc: Daniel Lee (Securities and Exchange Commission) April 26, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: VERIFONE HOLDINGS, INC. Registration Statement on Form S-1 (File No. 333-121947) Ladies and Gentlemen: As Representatives of the several underwriters of the proposed public offering of up to 17,710,000 shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4 p.m. (NYT) on Thursday, April 28, 2005, or as soon thereafter as is practicable. Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated April 18, 2005, through the date hereof: Preliminary Prospectus dated April 18, 2005: 18,431 copies to prospective underwriters, institutional investors, dealers and others The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934. Very truly yours, J.P. MORGAN SECURITIES INC. LEHMAN BROTHERS INC. As Representatives of the several Underwriters By: LEHMAN BROTHERS INC. By: /s/ Victoria Hale Victoria Hale Vice President