SEC Company Response from CANTALOUPE, INC. (CTLP, CTLPP) (CIK 0000896429) (CTLP) — May 13, 2005
CANTALOUPE, INC. (CTLP, CTLPP) (CIK 0000896429)
Date: May 13, 2005 · CIK: 0000896429 · Accession: 0001144204-05-015322
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File numbers found in text: 333-124078
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<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
USA Technologies, Inc.
100 Deerfield Lane, Suite 140
Malvern, Pennsylvania 19355
May 13, 2005
Adam F. Halper, Esquire
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: USA Technologies, Inc. (the "Company")
Registration Statement on Form S-1/A
Registration Statement No. 333-124078
Dear Mr. Halper:
We respectfully request that the Commission, acting pursuant to Section
8(a) of the Securities Act of 1933, and Rule 461, enter an appropriate order
making the above-captioned Registration Statement (the "Registration Statement")
effective on Friday, May 13, 2005 at 3:00 p.m., or as soon thereafter as
practicable.
We hereby confirm that we are aware of our statutory responsibilities
under the Securities Act of 1933 and the Securities Exchange Act of 1934, as
they relate to the Registration Statement.
We hereby acknowledge that should the Commission or the staff, acting
pursuant to delegated authority, declare the Registration Statement effective,
we do not foreclose the Commission from taking any action with respect to the
Registration Statement. We further acknowledge that the actions of the
Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement and the Company may not assert staff comments and a
declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities law of the United States.
Very truly yours,
/s/ George R. Jensen, Jr.
-------------------------
George R. Jensen, Jr.
Chairman and Chief Executive
Officer
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