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): June 20, 2006
USA
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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33-70992
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23-2679963
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(State
or other
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(Commission
File
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(I.R.S.
Employer
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jurisdiction
of
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Number)
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Identification
No.)
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incorporation
or
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organization)
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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:
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q
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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q
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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q
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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q
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(d) Stephen
W. McHugh was appointed to the Board of Directors of the Company on June 20,
2006, to fill the vacancy resulting from the death of William W. Sellers on
June
3, 2006. Mr. McHugh was also appointed to replace Mr. Sellers as a member of
the
Audit Committee.
Mr.
McHugh is President and was co-founder in 1986 of Santa Barbara Infrared, Inc.,
located in Santa Barbara, California. The company designs and manufactures
military and commercial Electro-Optical test equipment. The principal customers
of the company are in the aerospace industry and the U.S. government. Santa
Barbara Infrared, Inc. was recently acquired by HEICO Corporation, a New York
Stock Exchange listed company, with annual revenues of approximately
$270,000,000 and net income of approximately $23,000,000. Mr. McHugh was awarded
a B.S. degree in Engineering and Economics from the University of California,
San Diego in 1979.
At
the
time of his appointment to the Board of Directors, and as compensation for
serving as a Director, the Company granted to Mr. McHugh non-vested options
to
purchase up to 6,000 shares of Common Stock of the Company at $8.00 per share.
The options vest as follows: 3,000 on June 20, 2007; and 3,000 on June 20,
2008.
The options are exercisable at any time within five years of vesting.
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. | ||
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| By: | /s/ George R. Jensen, Jr. | |
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George R. Jensen, Jr. |
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| Chief Executive Officer | ||
Dated:
June 20, 2006