SYNCHRONOSS TECHNOLOGIES, INC.
750 ROUTE 202 SOUTH
SUITE 600
BRIDGEWATER, NEW JERSEY 08807
June 13, 2006
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, D.C. 20549
Facsimile: (202) 772-9210
Attn: Daniel Lee, Esq.
RE: SYNCHRONOSS TECHNOLOGIES, INC.
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-132080)
Dear Mr. Lee:
Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Synchronoss Technologies, Inc. (the "Company") hereby requests that the
effective date of the above-referenced Registration Statement on Form S-1 (File
No. 333-132080) be accelerated so that the Registration Statement may become
effective at 4:30 p.m. Eastern Time on Wednesday, June 14, 2006, or as soon
thereafter as practicable.
The Company hereby acknowledges that:
o should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any
action with respect to the filing;
o the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the
filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and
o the Company may not assert the staff comments and the
declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person
under the federal securities laws of the United
States.
By separate letter, the underwriters of the issuance of the securities
being registered will join in this request for acceleration. This acceleration
request supersedes the acceleration request filed by the Company as of June 12,
2006.
Securities and Exchange Commission
Division of Corporate Finance
June 13, 2006
Page 2
Thank you for your attention to this matter.
Very truly yours,
Synchronoss Technologies, Inc.
By: /s/ Stephen G. Waldis
--------------------------------------
Stephen G. Waldis
President and Chief Executive Officer
cc: Lawrence R. Irving, Synchronoss Technologies, Inc.
Marc F. Dupre, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
Angela N. Clement, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
Keith F. Higgins, Ropes & Gray LLP
Mary-Alice Brady, Ropes & Gray LLP