SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------- FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ------------------------------------- Date of report (Date of earliest event reported): December 28, 2004 USA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 33-70992 23-2679963 ------------ -------- ---------- (State or other (Commission File Number) (I.R.S.Employer jurisdiction of Identificaion No.) incorporation or organization) 100 Deerfield Lane, Suite 140 Malvern, Pennsylvania 19355 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: 610-989-0340 n/a 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 7.01 REGULATION FD DISCLOSURE As previously disclosed, the Company and a Fortune 50 company have entered into a one-year contract pursuant to which the Company has agreed to supply its energy miser products to the Fortune 50 company. The Fortune 50 company is PepsiCo, Inc. The Company anticipates that it will receive a requirements forecast and an initial purchase order from PepsiCo, Inc. in the near term. The Company can make no assurances as to how many energy miser products would be purchased by PepsiCo, Inc. under the contract. 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. ------------------------- George R. Jensen, Jr. Chief Executive Officer Dated: March 17, 2005