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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

AI Filing Summary & Sentiment

File numbers found in text: 333-121947

Date
April 26, 2005
Author
Assistant Director
Form
CORRESP
Company
VeriFone Holdings, Inc. (CIK 0001312073)

Letter

Securities and Exchange Commission 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.

Show Raw Text
CORRESP
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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