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AMERICAN CARD TECHNOLOGY, INC.
1355 Terrell Mill Road
Building 1462, Suite 200
Marietta, Georgia 30067
June 6, 1997
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form 8-A
of American Card Technology, Inc. (File No. 0-22379)
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Ladies and Gentlemen:
On April 14, 1997, American Card Technology, Inc. (the "Registrant")
electronically filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form 8-A (the "Registration Statement
on Form 8-A") for purposes of registering the Registrant's Common Stock, par
value $0.001 per share (the "Common Stock"), and the Registrant's Redeemable
Warrants to Purchase Common Stock (the "Warrants") pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Prior
thereto, on February 3, 1997, the Registrant filed a Registration Statement on
Form SB-2 (File No. 333-21013) relating to the initial public offering of the
Common Stock and Warrants under the Securities Act of 1933, as amended (the
"1933 Act Registration").
The Registration Statement on Form 8-A is scheduled to become
automatically effective pursuant to Section 12(g) of the Exchange Act on June
13, 1997. However, as of the date hereof, the 1933 Act Registration has not yet
been declared effective, and the Registrant does not anticipate that the 1933
Act Registration will be declared effective prior to June 13, 1997. Therefore,
we hereby request that the Registration Statement on Form 8-A be withdrawn and
that it not be declared effective by the Commission.
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Please call Richard DiStefano, Esq. of Zimet, Haines, Friedman &
Kaplan, counsel to the Registrant, at (212) 486-1700 if you have any questions
regarding this matter.
Very truly yours,
AMERICAN CARD TECHNOLOGY, INC.
By: /s/ Raymond Findley
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Raymond Findley
President
cc: Richard Wulff
Chief, Office of Small Business Review
Market Listing Qualifications, NASDAQ
Tenzer Greenblatt LLP
BDO Seidman, LLP
