RW 1 a2039810zrw.txt RW International Microcircuits, Inc. 525 Los Coches Street Milpitas, CA 95035 February 23, 2001 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 RE: INTERNATIONAL MICROCIRCUITS, INC. REGISTRATION STATEMENT ON FORM S-1 FILE NO.: 333-45184 Ladies and Gentlemen: I am writing with respect to the above-referenced registration statement (the "Registration Statement") which was filed with the Commission on September 5, 2000. By this letter, the company (the "Company") hereby requests that the Registration Statement be withdrawn effective immediately. No sales were made pursuant to the prospectus included in the Registration Statement. The Company and its underwriters have determined not to proceed with a public offering of the Company's Common Stock as contemplated by the Registration Statement at this time. If you have any questions regarding this matter, please call Dennis Sullivan or John Fogg of Gray Cary Ware & Freidenrich, LLP, the Company's counsel, at 650/833-2000. Very truly yours, INTERNATIONAL MICROCIRCUITS, INC. By: /s/ ILHAN REFIOGLU ----------------------------- Ilhan Refioglu Chief Executive Officer cc: Geoff Edwards, Securities and Exchange Commission Marcia Brown, The Nasdaq Stock Market Dennis Sullivan, Esq. John Fogg, Esq.