SEC 1922 (02-01) Previous versions obsolete PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. - -------------------------------------------------------------------------------- OMB APPROVAL OMB Number: 3235-0056 Expires: September 30, 2003 Estimated average burden hours per response3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 - -------------------------------------------------------------------------------- USA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 23-2679963 (State of incorporation or organization) (I.R.S. Employer Identification No.) 200 Plant Avenue, Wayne, PA 19087 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None ___________________ None_____________________________
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [x] Securities Act registration statement file number to which this form relates: __________(if applicable) Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, no par value per share. (Title of class) - -------------------------------------------------------------------------------- INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the securities to be registered hereby as set forth under the caption "Description of Securities" in (i) the Prospectus included in the registrant's Registration Statement on Form SB-2 (Commission File No. 333-86064) originally filed on April 11, 2002 (the "Registration Statement"), and (ii) the related final form of the Prospectus, is incorporated herein by reference.
ITEM 2. EXHIBITS. The following exhibits are filed as part of this registration statement: Exhibit No. Exhibit Description - -------------- ------------------------ 3.1 Articles of Incorporation of the Company filed on January 16, 1992 (Incorporated by reference to Exhibit 3.1 to the Registration Statement). 3.1.1 First Amendment to Articles of Incorporation of the Company filed on July 17, 1992 (Incorporated by reference to Exhibit 3.1.1 to the Registration Statement). 3.1.2 Second Amendment to Articles of Incorporation of the Company filed on July 27, 1992 (Incorporated by reference to Exhibit 3.1.2 to the Registration Statement). 3.1.3 Third Amendment to Articles of Incorporation of the Company filed on October 5, 1992 (Incorporated by reference to Exhibit 3.1.3 to the Registration Statement). 3.1.4 Fourth Amendment to Articles of Incorporation of the Company filed on October 18, 1993 (Incorporated by reference to Exhibit 3.1.4 to the Registration Statement). 3.1.5 Fifth Amendment to Articles of Incorporation of the Company filed on June 7, 1995 (Incorporated by Reference to Exhibit 3.1.5 to the Registration Statement).
3.1.6 Sixth Amendment to Articles of Incorporation of the Company filed on May 1, 1996 (Incorporated by Reference to Exhibit 3.1.6 to the Registration Statement). 3.1.7 Seventh Amendment to Articles of Incorporation of the Company filed on March 24, 1997 (Incorporated by reference to Exhibit 3.1.7 to the Registration Statement). 3.1.8 Eighth Amendment to Articles of Incorporation of the Company filed on July 6, 1998 (Incorporated by reference to Exhibit 3.1.8 to the Registration Statement). 3.1.9 Ninth Amendment to Articles of Incorporation of the Company filed on October 1, 1998 (Incorporated by reference to Exhibit 3.1.9 to the Registration Statement). 3.1.10 Tenth Amendment to Articles of Incorporation of the Company filed on April 12, 1999 (Incorporated by reference to Exhibit 3.1.10 to the Registration Statement). 3.1.11 Eleventh Amendment to Articles of Incorporation of the Company filed on June 7, 1999 (Incorporated by reference to Exhibit 3.1.11 to the Registration Statement). **3.1.12 Twelfth Amendment to Articles of Incorporation of the Company filed on March 22, 2002. **3.1.13 Thirteenth Amendment to Articles of Incorporation of the Company on May 14, 2002. 3.2 By-Laws of the Company (Incorporated by reference to Exhibit 3.2 to the Registration Statement). - -------------------------------------------------------------------------------- ** Filed herewith
SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. USA Technologies, Inc. /s/ Geroge R. Jensen. Jr. By____________________________________ George R. Jensen, Jr., Chief Executive Officer Date: October 28, 2002
Exhibit Index ------------- 3.1 Articles of Incorporation of the Company filed on January 16, 1992 (Incorporated by reference to Exhibit 3.1 to the Registration Statement). 3.1.1 First Amendment to Articles of Incorporation of the Company filed on July 17, 1992 (Incorporated by reference to Exhibit 3.1.1 to the Registration Statement). 3.1.2 Second Amendment to Articles of Incorporation of the Company filed on July 27, 1992 (Incorporated by reference to Exhibit 3.1.2 to the Registration Statement). 3.1.3 Third Amendment to Articles of Incorporation of the Company filed on October 5, 1992 (Incorporated by reference to Exhibit 3.1.3 to the Registration Statement). 3.1.4 Fourth Amendment to Articles of Incorporation of the Company filed on October 18, 1993 (Incorporated by reference to Exhibit 3.1.4 to the Registration Statement). 3.1.5 Fifth Amendment to Articles of Incorporation of the Company filed on June 7, 1995 (Incorporated by Reference to Exhibit 3.1.5 to the Registration Statement).
3.1.6 Sixth Amendment to Articles of Incorporation of the Company filed on May 1, 1996 (Incorporated by Reference to Exhibit 3.1.6 to the Registration Statement). 3.1.7 Seventh Amendment to Articles of Incorporation of the Company filed on March 24, 1997 (Incorporated by reference to Exhibit 3.1.7 to the Registration Statement). 3.1.8 Eighth Amendment to Articles of Incorporation of the Company filed on July 6, 1998 (Incorporated by reference to Exhibit 3.1.8 to the Registration Statement). 3.1.9 Ninth Amendment to Articles of Incorporation of the Company filed on October 1, 1998 (Incorporated by reference to Exhibit 3.1.9 to the Registration Statement). 3.1.10 Tenth Amendment to Articles of Incorporation of the Company filed on April 12, 1999 (Incorporated by reference to Exhibit 3.1.10 to the Registration Statement). 3.1.11 Eleventh Amendment to Articles of Incorporation of the Company filed on June 7, 1999 (Incorporated by reference to Exhibit 3.1.11 to the Registration Statement). **3.1.12 Twelfth Amendment to Articles of Incorporation of the Company filed on March 22, 2002. **3.1.13 Thirteenth Amendment to Articles of Incorporation of the Company on May 14, 2002. 3.2 By-Laws of the Company (Incorporated by reference to Exhibit 3.2 to the Registration Statement). - -------------------------------------------------------------------------------- ** Filed herewith
EXHIBIT 3.1.12 PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU - -------------------------------------------------------------------------------- Article of Amendment-Domestic Corporation (15 Pa C.S.) Entity Number 2072587 __X__ Business Corporation (&1915) _____ Nonprofit Corporation (&5915) Name DOUGLAS M. LURIO, ESQUIRE Document will be returned to the - -------------------------------------- Address name and address you enter to the left. 2005 MARKET ST., SUITE 2340 - -------------------------------------- City State Zip Code PHILADELPHIA PA 19103 - -------------------------------------- Fee$52 Filed in the Department on State on MARCH 22 2002 ACTING /s/ C. Michael [illegible] _______________________________________ Secretary of the Commonwealth In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that: 1. The name of the corporation is: USA TECHNOLOGIES, INC. - --------------------------------------------------------------------------- 2. The (a)address of this corporation's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) Number and Street City State Zip County 200 PLANT AVENUE WAYNE PA 19087 DELWARE - -------------------------------------------------------------------------------- (b) Name of Commercial Registered Office Provider County c/o___________________________________________________________________________ 3. The statute by or under which it was incorporated: PENNSYLVANIA BUSINESS CORPORATION LAW OF 1988 4. The date of its incorporation: JANUARY 16, 1992 5. Check, and if appropriate complete, one of the following: __X__ The amendment shall be effective upon filing those Articles of Amendment in the Department of State. _____ The amendment shall effective on: _____________ at _____________ Date Hour
- -------------------------------------------------------------------------------- 6. Check on of the following: __X__ The amendment was adopted by the shareholders or members pursuant to 15 Pa. C.S. ss 1914(a) and (b) or ss 591(a). _____ The amendment was adopted by the board of directors pursuant to Pa. C.S. ss 1914(c) or ss 5914(b). - -------------------------------------------------------------------------------- 7. Check, and if appropriate, complete one of the following: _____ The amendment adopted by the corporation, set forth in full, is as follows. ______________________________________________________________________________ __X__ The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof. - -------------------------------------------------------------------------------- 8. Check if the amendment restates the Articles: _____ The restated Articles of Incorporation supersede the original articles and all amendments thereto. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 21st day of March, 2002 ---- ----- ----- USA TECHNOLOGIES, INC. --------------------------------- Name of Corporation /s/ George Jensen _________________________________ George R. Jensen, Signature Chief Executive Officer --------------------------------- Title
EXHIBIT "A" TO THE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF USA TECHNOLOGIES, INC. Paragraph (A) Classes of Stock of Article 4 of the Articles of ---------------- Incorporation of the Company shall be amended and restated to read in full as follows: "(A) Classes of Stock. The aggregate ---------------- number of shares which the corporation shall have authority to issue is 86,800,000 shares, divided into 85,000,000 shares of Common Stock, without par value, and 1,800,000 shares of Series Preferred Stock, without par value."
EXHIBIT 3.1.13 PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU - -------------------------------------------------------------------------------- Article of Amendment-Domestic Corporation (15 Pa C.S.) Entity Number 2072587 _____ Business Corporation (&1915) _____ Nonprofit Corporation (&5915) Name RETURN TO CSC Document will be returned to the - -------------------------------------- Address name and address you enter to the left. - -------------------------------------- City State Zip Code - -------------------------------------- Fee$52 Filed in the Department on State on MAY 14 2002 ACTING /s/ C. Michael [illegible] _______________________________________ Secretary of the Commonwealth In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that: 1. The name of the corporation is: USA TECHNOLOGIES, INC. - --------------------------------------------------------------------------- 2. The (a)address of this corporation's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) Number and Street City State Zip County 200 PLANT AVENUE WAYNE PA 19087 DELWARE - -------------------------------------------------------------------------------- (b) Name of Commercial Registered Office Provider County c/o___________________________________________________________________________ 3. The statute by or under which it was incorporated: PENNSYLVANIA BUSINESS CORPORATION LAW OF 1988 4. The date of its incorporation: JANUARY 16, 1992 5. Check, and if appropriate complete, one of the following: __X__ The amendment shall be effective upon filing those Articles of Amendment in the Department of State. _____ The amendment shall effective on: _____________ at _____________ Date Hour
- -------------------------------------------------------------------------------- 6. Check on of the following: __X__ The amendment was adopted by the shareholders or members pursuant to 15 Pa. C.S. ss 1914(a) and (b) or ss 591(a). _____ The amendment was adopted by the board of directors pursuant to Pa. C.S. ss 1914(c) or ss 5914(b). - -------------------------------------------------------------------------------- 7. Check, and if appropriate, complete one of the following: _____ The amendment adopted by the corporation, set forth in full, is as follows. ______________________________________________________________________________ __X__ The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof. - -------------------------------------------------------------------------------- 8. Check if the amendment restates the Articles: _____ The restated Articles of Incorporation supersede the original articles and all amendments thereto. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 14th day of MAY, 2002 ---- ----- ----- USA TECHNOLOGIES, INC. --------------------------------- Name of Corporation /s/ George Jensen _________________________________ George R. Jensen, Signature Chief Executive Officer --------------------------------- Title
EXHIBIT "A" TO THE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF USA TECHNOLOGIES, INC. Paragraph (A) Classes of Stock of Article 4 of the Articles of ---------------- Incorporation of the Company shall be amended and restated to read in full as follows: "(A) Classes of Stock. The aggregate ---------------- number of shares which the corporation shall have authority to issue is 151,800,000 shares, divided into 150,000,000 shares of Common Stock, without par value, and 1,800,000 shares of Series Preferred Stock, without par value."