CORRESP 1 filename1.htm corresp
June 17, 2008
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:
  Barbara C. Jacobs
 
  Michael F. Johnson
     
Re:
  SuccessFactors, Inc. (the “Company”)
 
  Registration Statement on Form S-1, filed June 3, 2008 (as amended by Form
 
  S-1/A filed June 16, 2008)
 
  File No. 333-151376
Acceleration Request
     
Requested Date:
  June 23, 2008
 
   
Requested Time:
  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:
    14,116 to 9 underwriters
 
    0 to 0 dealers
 
    1,191 to 1,191 institutions
 
    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.
         
  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.
 
 
  By:   Morgan Stanley & Co. Incorporated    
 
     
  By:   /s/ William Salisbury    
    Name:   William Salisbury   
    Title:   Managing Director