June 17, 2008
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:
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Barbara C. Jacobs |
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Michael F. Johnson |
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Re:
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SuccessFactors, Inc. (the Company) |
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Registration Statement on Form S-1, filed June 3, 2008 (as amended by Form |
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S-1/A filed June 16, 2008) |
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File No. 333-151376 |
Acceleration Request
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Requested Date:
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June 23, 2008 |
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Requested Time:
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4:00 PM E.D.T. |
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 June 9, 2008 and included in the above-referenced Registration Statement, filed with the
Securities and Exchange Commission on June 9, 2008, was distributed during the period June 9, 2008
through June 16, 2008 as follows:
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14,116 to 9 underwriters |
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0 to 0 dealers |
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1,191 to 1,191 institutions |
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49 to 49 others |
Total: 15,356 Preliminary Prospectuses
Securities and Exchange Commission
June 17, 2008
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 the
above-specified date and time, or as soon as practicable thereafter.
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Very truly yours,
Morgan Stanley & Co. Incorporated
Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
Wachovia Capital Markets, LLC
Oppenheimer & Co. Inc.
Pacific Crest Securities LLC
JMP Securities LLC
ThinkPanmure LLC
Broadpoint Capital, Inc.
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By: |
Morgan Stanley & Co. Incorporated
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By: |
/s/ William Salisbury
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Name: |
William Salisbury |
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Title: |
Managing Director |
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