SEC Company Response from Rackable Systems, Inc. (CIK 0001316625) — May 27, 2005
Rackable Systems, Inc. (CIK 0001316625)
Date: May 27, 2005 · CIK: 0001316625 · Accession: 0001193125-05-116825
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File numbers found in text: 333-122576
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CORRESP 1 filename1.htm Acceleration Request May 27, 2005 [Rackable Systems Logo] 1933 Milmont Drive Milpitas, California 95035 P 408.240.8300 F 408.321.0293 www.rackable.com VIA FACSIMILE Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, DC 20549 Re: Rackable Systems, Inc. Form S-1 Registration Statement (File No. 333-122576) Ladies and Gentlemen: The undersigned registrant hereby requests that the Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective at 5:30 p.m. Eastern Time on June 1, 2005 or as soon thereafter as is practicable. Very truly yours, RACKABLE SYSTEMS, INC. By /s/ Todd R. Ford Todd R. Ford Executive Vice President of Operations and Chief Financial Officer cc: Tom Barton Brett D. White, Esq. Scott Leichtner, Esq. May 27, 2005 Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Rackable Systems, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-122576 Dear Ladies and Gentlemen: Pursuant to Rule 460 under the Securities Act of 1933, as amended, the undersigned, as representatives of the underwriters of the proposed public offering of shares of common stock, $0.001 par value per share, of the Company, hereby advise you that the Preliminary Prospectus, dated May 4, 2005 and included in Amendment No. 3 to the above-referenced Registration Statement, filed with the Securities and Exchange Commission on May 4, 2005, was distributed during the period May 4 through May 27, 2005 as follows: • 55 to dealers • 3,374 to institutions • 2,898 to others Total: 6,327 Preliminary Prospectuses Securities and Exchange Commission May 27, 2005 Page 2 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby join in the request of the Company that the effective date for the above-referenced Registration Statement on Form S-1 be accelerated so that the Registration Statement may become effective on June 1, 2005 at 5:30 p.m., Eastern Standard Time, or as soon as practicable thereafter. Very truly yours, THOMAS WEISEL PARTNERS LLC PIPER JAFFRAY & CO. RBC CAPITAL MARKETS CORPORATION PACIFIC CREST SECURITIES INC. By: THOMAS WEISEL PARTNERS LLC /s/ Jason Pedersen By: Jason Pedersen Title: Partner