GSI COMMERCE, INC.
935 First Avenue
King of Prussia, Pennsylvania 19406
June 30, 2011
VIA EDGAR TRANSMISSION
U.S. Securities Exchange Commission
100 F Street, NE
Washington, DC 20549
|
|
|
|
|
|
|
Re:
|
|
GSI Commerce, Inc. |
|
|
|
|
Application for Withdrawal on Form AW of |
|
|
|
|
Post-Effective Amendment No. 1 to Registration Statement on Form S-3 |
|
|
|
|
SEC File No. 333-163167 |
Ladies and Gentlemen:
Pursuant to Rule 477(a) of the Securities Act of 1933, as amended, GSI Commerce, Inc. (the
Registrant) hereby respectfully requests the immediate withdrawal of the Registrants
Post-Effective Amendment No. 1 (the Post-Effective Amendment) to the referenced Registration
Statement, filed with the Securities and Exchange Commission (the Commission) on June 24, 2011.
The Post-Effective Amendment was filed in order to remove from registration the securities of the
Registrant registered but unsold on the referenced Registration Statement as of the date thereof,
however the Post-Effective Amendment was filed with an incorrect EDGAR tag. A new post-effective
amendment to the referenced Registration Statement will be re-filed as soon as practicable. The
Registrant requests that the Commission consent to this application on the grounds that withdrawal
of the Post-Effective Amendment is consistent with the public interest and the protection of
investors, as contemplated by paragraph (a) of Rule 477. No securities were sold under the
Post-Effective Amendment. The Registrant intends to file a Form 15 to terminate the registration of
its securities under the Securities Exchange Act of 1934, as amended.
If you have any questions regarding this application for withdrawal, please contact Richard B.
Aldridge of Morgan, Lewis & Bockius LLP, counsel for the Registrant, at 215.963.5000.
Very truly yours,
|
|
|
|
|
GSI COMMERCE, INC.
|
|
By: |
/s/ Scott Rosenberg
|
|
|
Name: |
Scott Rosenberg |
|
|
Title: |
Chief Financial Officer |
|
|