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TRITON SYSTEMS, INC.
522 EAST RAILROAD STREET
LONG BEACH, MS 39560
April 23, 1997
BY EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Triton Systems, Inc. - Registration Statement on Form 8-A
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(File No. 0-22181)
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Ladies and Gentlemen:
We are writing to apply for the withdrawal of the Registration Statement on
Form 8-A (Reg. No. 0-22181) (the "Form 8-A") of Triton Systems, Inc. (the
"Company"). The Form 8-A was filed on February 27, 1997 with the expectation
that the Company's Registration Statement on Form S-1 (Reg. No. 333-20577) with
respect to the registration under the Securities Act of 1933 of shares of the
Company's common stock would be effective within 60 days of the filing of the
Form 8-A, and that the effective date of the Form 8-A would be accelerated to
the effective date of the Registration Statement on Form S-1 referenced above.
However, the Registration Statement on Form S-1 will not be effective within
such 60 day period, and the Company hereby respectfully requests that the
Commission consent to the withdrawal of the Form 8-A, effective immediately. The
Company believes that such withdrawal is consistent with the public interest and
the protection of investors. Prior to the anticipated effective date of the
Company's Registration Statement on Form S-1, the Company will refile its Form
8-A.
The Company would be pleased to provide additional information to the
Commission to the extent it has subsequent questions or comments. Kindly address
any such questions or comments to Michael J. Riccio, Jr. or Thomas M. Camp of
Hutchins, Wheeler & Dittmar, 101 Federal Street, Boston, MA 02110, telephone
number (617) 951-6600.
TRITON SYSTEMS, INC.
By: /s/ JEFFREY A. BANDROWSKI
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Jeffrey A. Bandrowski, Vice President -
Chief Financial Officer
