================================================================================
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): April 11, 2006
USA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 000-50054 23-2679963
(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
(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 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
On and effective April 11, 2006, the Board of USA Technologies, Inc. ("USA")
approved a revised and restated Code of Business Conduct and Ethics (the "Code")
that applies to all employees, officers and directors of USA.
The revisions consist of technical and non-substantive amendments as well
as the addition of the following:
o Section 6, titled "Conflict of Interest and Corporate
Opportunities," clarifies USA's policy on conflicts of interest by
providing some instances when conflicts may arise, and by requiring
employees, officers and directors to disclose such conflicts.
o Section 6 was also added to clarify that the use of USA property,
information or position for personal gain is improper.
o The restated Code provides for a Compliance Officer who will be
responsible for enforcement of the Code.
The revised and restated Code is annexed to this report as Exhibit 14.1.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
14.1 USA Technologies, Inc. Code of Business Conduct and Ethics
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: April 17, 2006
EXHIBIT INDEX
Exhibit No. Description
14.1 USA Technologies, Inc. Code of Business Conduct and Ethics
USA TECHNOLOGIES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
1. INTRODUCTION
A most valued asset of USA Technologies, Inc. ("USA" or the "Company") is
its reputation for integrity and ethical standards. To preserve USA's reputation
and to reaffirm its existing policy for integrity to its employees, officers and
directors and to persons who deal with USA, the Board of Directors of USA has
adopted this policy.
2. SCOPE
This Code of Business Conduct and Ethics ("Code") applies in the United
States and in every other country in which USA and its subsidiaries do business.
Compliance with this Code is required of every employee, officer and director.
If you have any questions regarding this Code or its application to you in any
situation, you should contact your supervisor or USA's Compliance Officer.
3. CODE
This Code outlines the broad principles of legal and ethical business
conduct embraced by USA. It is not a complete list of legal or ethical issues
you might face in the course of business, and, therefore, you must apply this
Code using common sense and good judgment. Employees, officers and directors
should report promptly to their supervisor or to the Compliance Officer any
possible violations of this Code. No form of reprisal will be taken against you
for reporting in good faith actual or suspected violations.
4. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
All employees, officers and directors shall comply with all laws, rules
and regulations applicable to the Company wherever it does business. You are
expected to use good judgment and common sense in seeking to comply with all
applicable laws, rules and regulations and to ask for advice when you are
uncertain about them.
5. COMPETITIVE BUSINESS
Each employee, officer and director must act in the best interests of USA.
You must refrain from engaging in any activity that interferes with your
exercise of independent judgment or materially impairs the performance of your
responsibilities, including engaging in any business venture or owning an
interest in any enterprise that places you in direct competition with USA. You
should not, as an employee, officer or director, take action or have an interest
that prevents you from performing your Company responsibilities honestly and
objectively. You may invest in stock (or other securities) in publicly or
privately owned companies, whether or not they are competitors of, or do
business with, USA so long as that holding is not so great as to interfere with
your exercise of independent judgment or materially impair the performance of
your responsibilities.
6. CONFLICT OF INTEREST AND CORPORATE OPPORTUNITIES
A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of USA or any of its subsidiaries.
Conflicts of interest may also arise when employees, officers or directors, or
members of their family receive improper personal benefits as a result of their
position with USA. Loans to, or guarantees of obligations of, employees,
officers or directors or their family members may create conflicts of interest.
Where a conflict of interest is not very clear or obvious, the Compliance
Officer may be approached to receive clarification and guidance.
It is your responsibility to disclose any transaction or relationship that
reasonably could be expected to interfere with your exercise of independent
judgment or materially impair the performance of your responsibilities to the
Compliance Officer or, if you are an executive officer or director, to the Board
of Directors, which shall be responsible for reviewing such transaction or
relationship and determining whether any action needs to be taken.
Employees, officers and directors must not take for themselves personally
opportunities that are discovered through the use of USA property, information
or position. You may not use USA property, information or position for improper
personal gain. You owe a duty to USA to advance its legitimate interests when
the opportunity to do so arises.
7. GIFTS AND GRATUITIES
The use of USA funds or assets for gifts, gratuities or other favors to
employees or government officials is prohibited, except to the extent such gifts
are in compliance with applicable law, nominal in amount and not given in
consideration or expectation of any action by the recipient.
Employees, officers and directors must not accept, or permit any member of
their immediate family to accept, any gifts, gratuities or other favors from any
customer, supplier or other person doing or seeking to do business with USA,
other than items of nominal value. Any gifts that are not of nominal value
should be returned immediately and reported to your supervisor.
Bribes and kickbacks are criminal acts, strictly prohibited by law. You
must not offer, give, solicit or receive any form of bribe or kickback anywhere
in the world.
8. POLITICAL CONTRIBUTIONS
Except as permitted by applicable law, no political contributions of the
funds of USA are to be made, directly or indirectly, to candidates for political
office or to political parties or committees in the United States or any foreign
country. Any permissible exceptions to this general prohibition will require the
prior consent of the Compliance Officer of USA.
9. INSIDER TRADING
Employees, officers and directors who have material non-public information
about USA or other companies, including USA's suppliers and customers, as a
result of their relationship with the Company are prohibited by law and Company
policy from trading in securities of the Company or such other companies, as
well as from communicating such information to others who might trade on the
basis of that information.
10. CONFIDENTIALITY
Employees, officers and directors must maintain the confidentiality of
confidential information entrusted to them by USA or other companies, including
USA's suppliers and customers, except when disclosure is authorized by a
supervisor or legally mandated. Unauthorized disclosure of any confidential
information is prohibited. Additionally, you should take appropriate precautions
to ensure that confidential or sensitive business information, whether it is
proprietary to USA or another company, is not communicated within the Company
except to those who have a need to know such information to perform their
responsibilities.
Employees, officers and directors (other than USA's authorized
spokespersons) must not discuss internal USA matters with, or disseminate
internal USA information to, anyone outside the Company, except as required in
the performance of their Company duties and after an appropriate confidentiality
agreement is in place. This prohibition applies particularly to inquiries
concerning the Company from the media, stock market professionals (such as
securities analysts, institutional investors, investment advisers, brokers and
dealers) and security holders. All responses to inquiries on behalf of the
Company must be made only by the Company's authorized spokespersons. If you
receive any inquiries of this nature, you must decline to comment and refer the
inquirer to your supervisor or one of the Company's authorized spokespersons.
You also must abide by any lawful obligations that you have to your former
employer. These obligations may include restrictions on the use and disclosure
of confidential information, restrictions on the solicitation of former
colleagues to work at USA and non-competition obligations.
11. HONEST AND ETHICAL CONDUCT AND FAIR DEALING
Employees, officers and directors should endeavor to deal honestly,
ethically and fairly with the Company's suppliers, customers, competitors and
employees. Statements regarding the Company's products and services must not be
untrue, misleading, deceptive or fraudulent. You must not take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair-dealing practice.
12. PROTECTION AND PROPER USE OF CORPORATE ASSETS
Employees, officers and directors should seek to protect the Company's
assets. Theft, carelessness and waste have a direct impact on the Company's
financial performance. Employees, officers and directors must use the Company's
assets and services solely for legitimate business purposes of the Company and
not for any personal benefit or the personal benefit of anyone else.
13. ACCURACY OF BOOKS AND RECORDS
All transactions must be properly and accurately recorded in the
appropriate books and records of USA, and all receipts and disbursements, and
any asset or liability resulting from the transactions, must be reflected in any
financial statements based upon such books and records. All receipts and
disbursements must be properly supported and documented. No payment on behalf of
USA shall be approved or made with the intention or understanding that any part
of such payment is to be used for any purpose other than that described by the
documents supporting the payments. No undisclosed or unrecorded fund, bank
account or asset of USA may be established at any time. No employee, officer or
director shall make a false or misleading statement to, nor shall any employee,
officer or director conceal information from, outside or internal auditors or
legal counsel of USA.
14. PUBLIC REPORTING OF INFORMATION
It is the policy of the Company to provide full, fair, accurate, timely
and understandable disclosure in reports and documents filed with, or submitted
to, the Securities and Exchange Commission ("SEC") and in other public
communications. Every employee of the Company has the responsibility to assist
the Company in meeting these legal and regulatory requirements. If an employee
reasonably believes that the Company or any of its employees or others, acting
on behalf of the Company, have violated any securities laws or regulations,
including matters relating to accounting and auditing, the employee should
immediately report any such potential violation to the Company's Compliance
Officer.
15. WAIVERS OF THIS CODE
Any executive officer or director who seeks an exception to any of these
policies should contact the Compliance Officer. Any waiver of this Code for
executive officers or directors or any change of this Code that applies to
executive officers or directors may be made only by the Board of Directors of
the Company and will be disclosed as required by law or stock market regulation.
16. REPORTING AND COMPLIANCE RESPONSIBILITIES
Every employee, officer and director has the responsibility to ask
questions, seek guidance, report suspected violations and express concerns
regarding compliance with this Code. Any employee, officer or director who knows
or believes that any other employee or representative of the Company has engaged
or is engaging in Company-related conduct that violates applicable law or this
Code should report such information to his or her supervisor or to the
Compliance Officer. You may report such conduct openly or anonymously without
fear of retaliation. The Company will not discipline, discharge, demote,
suspend, threaten, harass or in any other manner discriminate or retaliate
against any employee who reports such conduct, unless it is determined that the
report was made with knowledge that it was false. This Code should not be
construed to prohibit you from testifying, participating or otherwise assisting
in any state or federal administrative, judicial or legislative proceeding or
investigation.
Questions regarding this policy should be referred to the Compliance
Officer of USA. Candor is expected from all employees, officers and directors at
all times and prompt communication of any problems or breaches seen or foreseen
in the areas described above should be made to the Compliance Officer of USA.
17. DISCIPLINARY ACTIONS
The Company shall determine whether violations of this Code have occurred
and, if so, shall determine the disciplinary measures to be taken against any
employee or officer who has violated this Code. In the event that the alleged
violation involves an executive officer or a director, the Chief Executive
Officer and the Board of Directors, respectively, shall determine whether a
violation of this Code has occurred and, if so, shall determine the disciplinary
measures to be taken against such executive officer or director.
Failure to comply with the standards outlined in this Code will result in
disciplinary action including, but not limited to, reprimands, warnings,
probation or suspension without pay, demotions, reductions in salary, discharge
and restitution. Certain violations of this Code may require the Company to
refer the matter to the appropriate governmental or regulatory authorities for
investigation or prosecution. Moreover, any supervisor who directs or approves
of any conduct in violation of this Code, or who has knowledge of such conduct
and does not immediately report it, will also be subject to disciplinary action,
up to and including discharge from the Company.
The Company reserves the right to amend, alter or terminate this Code at
any time for any reason. The most current version of this Code can be obtained
from the Compliance Officer.
This document is not an employment contract between the Company and any of
its employees, officers or directors.