AMERICAN CARD TECHNOLOGY, INC. 1355 Terrell Mill Road Building 1462, Suite 200 Marietta, Georgia 30067 June 6, 1997 VIA EDGAR TRANSMISSION - ---------------------- 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) ---------------------------------------------------- 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 Therefore, we hereby request that the Registration Statement on Form 8-A be withdrawn and that it not be declared effective by the Commission. 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 -------------------------------------- Raymond Findley President cc: Richard Wulff Chief, Office of Small Business Review Market Listing Qualifications, NASDAQ Tenzer Greenblatt LLP BDO Seidman, LLP