SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of report (Date of earliest event reported): September 3, 2004
USA TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 33-70992 23-2679963
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation or
organization)
100 Deerfield Lane, Suite 140
Malvern, Pennsylvania 19355
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: 610-989-0340
n/a
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 3, 2004, USA Technologies, Inc. ("USA") entered into a
Technology Licensing Agreement (the "Licensing Agreement") with Mars Electronics
International, Inc., a Delaware corporation ("MEI"). Pursuant to the Licensing
Agreement, USA granted to MEI a non-exclusive, non-transferable license to
utilize certain intellectual property of USA so that MEI payment systems
providing for credit card and other non-cash forms of payment could connect to
USALive(R). USALive(R) is USA's network for services and credit card transaction
capability. The MEI payment systems utilizing the licensed intellectual property
of USA would be offered by MEI to its customers in connection with vending
machines and other automated retailing and merchandising applications, as well
as in the transportation, amusement, music, gaming and telecommunications
industries. Each MEI customer who purchases an MEI payment system utilizing the
licensed intellectual property would enter into an agreement with USA to connect
the MEI payment system to USALive(R). For each MEI payment system that is
connected to USALive(R), MEI would pay a one-time royalty to USA, and while each
MEI customer is connected to USALive(R), USA would pay to MEI a fixed monthly
amount. The Licensing Agreement provides for a term of 5 years.
The joint press release of USA and MEI announcing the Licensing
Agreement is attached as Exhibit 99.1.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) None.
(b) None.
(c) Exhibits.
99.1 Press release dated September 8, 2004
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
USA TECHNOLOGIES, INC.
By: /s/ George R. Jensen, Jr.
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George R. Jensen, Jr.
Chief Executive Officer
Dated: September 13, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated September 8, 2004
Exhibit 99.1
NEWS RELEASE
MEI Contact:
Jeff Jordan, Vice President Global Vending
Suzanne Beaudoin, Channel Marketing Manager.
Phone: (610) 430-2500
E-mail: jeff.jordan@effem.com
USA Technologies Contact: Investor Relations Contact:
George R. Jensen, Jr., Chairman & CEO Ken Sgro
Stephen P. Herbert, President & COO CEOcast, Inc.
Phone: (800) 633-0340 Phone: (212) 732-4300
E-mail: sherbert@usatech.com
MEI AND USA TECHNOLOGIES JOIN FORCES TO BRING CASH AND CREDIT SOLUTIONS TO THE
NORTH AMERICAN MARKETPLACE
MEI licenses USA Technologies' Intellectual Property for Their New Product
Offering
WEST CHESTER, PA and MALVERN, PA, September 8, 2004 -- MEI, one of the world's
leading manufacturers of payment systems, and USA Technologies, (OTC Bulletin
Board: USTT) a global leader in cashless transaction services, announced today
they had signed a technology licensing and sales agreement to bring a turn-key
cash and credit card payment system to the vending market.
Under the agreement, MEI licensed USA Technologies' intellectual property so
operators can connect to USALive(R) - USA Technologies' network for services and
credit card transaction capability.
"MEI and USA Technologies together will provide a turn-key solution for
operators that not only offers a new payment method and greater convenience for
consumers, but a new stream of revenue and opportunity to increase profits,"
said Jeff Jordan, vice president of Global Vending, MEI. "The combined solution
will improve the consumers' vending experience and will ultimately increase
sales."
This agreement features a new product suite from MEI. The two products provide
cash and credit card reading with supporting wireless communications. The MEI
series 2000 combo acceptor consists of the industry leading MEI series 2000 bill
acceptor with a debris-resistant, swipe-style credit card reader. Credit card
transactions and communications to USALive are handled by the MEI EASITRAX(TM)
remote data port. The MEI EASITRAX remote data port is an add-on device to the
vending machine, which can manage credit card transactions as well as provide
machine monitoring, First Walk Elimination and dynamic scheduling. The MEI
EASITRAX remote data port has the capability to network machines for more
efficient communications as well as having a number of different modules to
communicate both wired and wirelessly with USALive.
More...
USA Technologies' USALive network authorizes credit and debit cards used,
processes the charges and deposits funds directly into an operator's bank
account.
"We are excited that MEI, a global leader in transaction devices for everything
from vending machines to remote kiosks and amusement machines, selected our
technology to add credit card capability to their product line," said Stephen P.
Herbert, President and COO, USA Technologies. "Being the market leader, with
their nationwide sales force and keen marketing sense, we believe that the MEI
cash and credit solution will quickly permeate the marketplace, and accelerate
the introduction of cashless vending to the world," he said.
The unique combination of traditional payment methods with cashless will offer
consumers more payment choices at vending machines, from using coins and bills,
to credit or debit cards and MEI coupons.
The vending industry is beginning to see growth in cashless transactions, with
major beverage companies, consumer product companies and vending machine
manufacturers incorporating credit cards payment systems as an additional
consumer payment option, bringing to market a product that fits today's
consumer's lifestyle.
About MEI
Today, MEI payment systems are relied upon for more than1 billion transactions
per week in 90 countries. The company developed the first electronic coin
mechanism in the 1960s followed by the first electronic bill acceptor, and today
has the largest worldwide installed base of unattended payment mechanisms. MEI
has sold more than 3.5 million bill acceptors, 4.5 million coin mechanisms and 1
million control boards worldwide. Its products are in widespread use in the
vending, soft drink, gaming, amusement, transportation, retail, and kiosk
markets. For more information on MEI and its products, visit www.meiglobal.com
or call 1-800-345-8215.
About USA Technologies:
USA Technologies is a leader in the networking of distributed assets, wireless
non-cash transactions, associated financial/network services and energy
management. USA Technologies provides networked credit card and other
non-cash/mobile commerce systems in the vending, commercial laundry, hospitality
and digital imaging industries. USA Technologies is an IBM Business Partner and
an inaugural member of the Sprint Enabling Application Service Provider Program
for e-commerce. The Company has marketing agreements with the Sprint, Motient,
MEI, Kinko's and the ZiLOG Corporation. http://www.usatech.com
Statement under the Private Securities Litigation Reform Act:
With the exception of the historical information contained in this release, the
matters described herein contain forward-looking statements that involve risk
and uncertainties that may individually or mutually impact the matters herein
described, including but not limited to the ability of the USA Technologies to
increase revenues in the future, the ability to achieve a positive cash flow,
the ability to obtain orders for or install its products, the ability to obtain
new customers and the ability to commercialize its products (including the
e-Port on a chip), which could cause actual results or revenues to differ
materially from those contemplated by these statements.