Zix Corporation
2711 North Haskell Avenue
Suite 2200, LB 26
Dallas, Texas 75204
(214) 370-2000
June 1, 2020
VIA EDGAR
United States Securities and Exchange Commission Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Zix Corporation Registration Statement on Form S-3 Filed July 31, 2018
as amended by Amendment No. 1 to Form S-3 Filed August 6, 2018
and Amendment No. 2 to Form S-3 Filed August 8, 2018
(Commission File No. 333-226456) (collectively, the Registration Statement)
Ladies and Gentlemen:
Pursuant to Rule 477
(Rule 477) under the Securities Act of 1933, as amended (the Securities Act). Zix Corporation, a Texas corporation (the Registrant), hereby requests that the Securities and Exchange Commission (the
Commission) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registration Statement.
At this time, the Registrant has determined not to pursue the registration and sale of the securities covered by the Registration Statement.
The Registrant confirms that no securities have been sold pursuant to the Registration Statement. Furthermore, the Registrant believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of
investors, as contemplated by paragraph (a) of Rule 477.
It is the Registrants understanding that this application for
withdrawal of the Registration Statement will be deemed granted at the time filed with the Commission unless, within fifteen calendar days after such date, the Registrant receives notice from the Commission that this application will not be granted.
The Registrant requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with
the filing of the Registration Statement be credited to the Registrants account to be available for offset against the filing fee for the filing of any future registration statement or registration statements.
If you have any questions regarding this application for withdrawal, please contact the Registrants legal counsel, Don J. McDermett, Jr.
of Baker Botts L.L.P. at (214) 953-6454.
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Sincerely,
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Zix Corporation
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By:
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/s/ Noah F. Webster
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Name:
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Noah F. Webster
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Title:
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Vice President, General Counsel and Secretary
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