Compgeeks Inc – IPO: ‘RW’ on 12/17/99

On:  Friday, 12/17/99   ·   Accession #:  936392-99-1444   ·   File #:  333-79601

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Initial Public Offering (IPO):  Registration Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: RW          Registration Withdrawal Request                        1      7K 

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 CompGeeks, Inc.
2370 Oak Ridge Way
 Vista, CA 92083
(760) 734-3681

 December 17, 1999

VIA FACSIMILE AND EDGAR                                                         

Securities and Exchange Commission                                              
Division of Corporate Finance                                                   
450 Fifth Street, N.W.                                                          
Washington, DC  20549                                                           

Re:    CompGeeks, Inc. (File No. 333-79601)                     
Form RW - Application for Withdrawal              

Ladies and Gentlemen:                                                           

             Pursuant to Rule 477(a) promulgated under the Securities Act of
1933, as amended, CompGeeks, Inc., a Delaware corporation (the "Registrant")    
hereby applies for an order granting the immediate withdrawal of its            
Registration Statement on Form S-1, File No. 333-79601, together with all       
exhibits and amendments thereto (the "Registration Statement"). The Registration
Statement was originally filed with the Securities and Exchange Commission on   
May 28, 1999 and amended on July 19, 1999 and November 10, 1999.                

             Pursuant to the Registration Statement, the Registrant proposed
to register an aggregate of 5,750,000 shares of its Common Stock, $0.001 par    
value per share (the "Shares"), for issuance to the public. The Registrant      
believes that the terms obtainable in the marketplace at this time are not      
sufficiently attractive to warrant proceeding with the sale of the Shares and   
that completing a discretionary financing on unfavorable terms would not be in  
the best interests of the Registrant or its stockholders at this time. No       
securities have been sold under the Registration Statement and no activity in   
pursuit of this offering has taken place since November 10, 1999. Accordingly,  
we hereby request that an order granting the withdrawal of the Registration     
Statement be issued by the Securities and Exchange Commission as soon as        
possible.                                                                       

            Should you have any questions regarding this matter, please do
not hesitate to contact the undersigned, or Michelle Lara, Esq. of Brobeck,     
Phleger & Harrison LLP, legal counsel to the Registrant, at (619) 699-2220.     

                    Sincerely,

                         CompGeeks, Inc.

                                 By:    /s/ Frank Segler
                                                --------------------------------
                             Frank Segler,
                                       Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘RW’ Filing		Date		Other Filings
Filed on:		12/17/99
		11/10/99		S-1/A
		7/19/99		S-1/A
		5/28/99		S-1
				List all Filings