UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE
ACT OF 1934
Filed by
the Registrant x
Filed by
a Party other than the Registrant ___
Check the
appropriate box:
¨ Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive
Additional Materials
¨ Soliciting
Material Under Rule 14a-12
|
USA
TECHNOLOGIES, INC.
|
|
(Name
of Registrant as Specified In Its Charter)
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
x No fee
required.
¨ Fee computed on table
below per Exchange Act Rules 14a-6(I)(1) and 0-11.
1) Title
of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5) Total
fee paid:
¨ Fee paid previously
with preliminary materials.
¨ Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously filing by
registration statement number, or the Form or Schedule and the date of its
filing.
1) Amount
Previously Paid:
2) Form,
Schedule or Registration Statement No.:
3) Filing
Party:
4) Date
Filed: November 20, 2009
1
USA
Technologies, Inc. (the “Company”) issued the following press release on
November 20, 2009.
News
Release
For
Immediate Release
|
USA
Technologies Contact:
George
Jensen, Chairman & CEO
Stephen
P. Herbert, President & COO
e-mail:
sherbert@usatech.com
Phone:
(800) 633-0340
|
Proxy
Solicitor:
Mark
Harnett / Jeanne Carr
MacKenzie
Partners, Inc.
(212)
929-5500
USAT@mackenziepartners.com
|
Investor
Relations Contact:
Marlon
Nurse, Vice President
Porter,
LeVay & Rose
Phone:
(212) 564-4700
|
USA
Technologies, Inc. Issues Open Letter to Shareholders
Malvern, PA, November 20, 2009 -- USA
Technologies, Inc. (Nasdaq: USAT) (the “Company”) today announced it has
issued an open letter to its shareholders urging them to reject any proxy
solicitation and not sign any blue proxy card they may receive from dissident
shareholders Bradley Tirpak and Craig Thomas (the “Dissidents”). On
November 19, 2009, the Dissidents filed a preliminary proxy statement with the
Securities and Exchange Commission (the “SEC”) announcing their plans to launch
a proxy contest seeking to elect three directors, including Mr. Tirpak, to the
Board of Directors of the Company. The Company intends to fully
respond in future correspondence to the Dissidents’ spurious
claims. In its letter to shareholders, the Company stated that it
believes Mr. Tirpak and the two additional director nominees, who together on
the record date of the annual meeting only own 10,000 shares, or 0.04%, of
common stock of the Company, will not act in the best interests of the Company’s
shareholders. The complete text of the letter to shareholders
follows:
November
20, 2009
Dear
Fellow Shareholders:
By now,
you should have received the proxy statement of USA Technologies, Inc. (the
“Company”) for our December 15, 2009 Annual Meeting (the “Annual Meeting”),
along with a WHITE proxy card or voting instruction card. In
addition, you may already have been contacted by Bradley Tirpak, a dissident
shareholder, regarding our Annual Meeting, or may soon receive, proxy materials
and a blue proxy card from Mr. Tirpak and Craig Thomas (the SAVE committee) (the
“Dissidents”). Mr. Tirpak, who owns only 10,000 shares, or 0.04%, of
our common stock as of the record date of the Annual Meeting, has chosen to
launch a costly and disruptive proxy contest to try to elect three candidates
(including himself) to our Board in lieu of three of the Company’s independent
Director nominees. We urge you to reject the Dissidents’ solicitation
and instead vote the Company’s WHITE proxy card.
The
Company’s Board nominees have served you well in the past and especially during
the current challenging economic times. Recently, the Company added
two new highly qualified independent directors to the Board. Our
nominees and the current Board have, and always will, put enhancement of
shareholder value first. Whether it is developing a long-term
strategy to continue to be the leading supplier of unattended automated payment
systems in the vending market or developing enhanced energy management products,
your Board and management remain focused on enhancing long-term shareholder
value.
The
Company’s Board of Directors is independent, eminently qualified, diverse and
open-minded, and its interests are aligned with those of all the Company’s
shareholders. Your Board, which is comprised of eight directors, a majority of
whom are independent, is actively engaged in the strategy of the Company and is
committed to building value for all shareholders.
The
Company’s management, as overseen by the current Board, has helped the Company
reach a very unique and positive position.
|
|
o
|
The
Company’s cash at the end of the last quarter ended September 30, 2009 was
$16.7 million;
|
|
|
o
|
The
Company is virtually debt free;
|
|
|
o
|
The
Company has four new products that provide greater value and cost less for
our customers;
|
|
|
o
|
There
is a broad base of over 600 customers on the ePort Connect Service,
including some of the world’s leading
brands;
|
|
|
o
|
The
Company is the leader in our market with approximately 57,000 terminals
connected to our network; and
|
2
|
|
o
|
The
Company is processing 7.4 million transactions per quarter, an increase of
57% versus a year ago.
|
The
Company is focused on increasing revenue and gross profits, while reducing
SG&A, (down 20% versus a year ago from the recent quarter completed) with a
clear plan to reach and move beyond profitability. Recently, the Company
successfully negotiated a contract with one of its largest and most important
suppliers. This will result in immediate and significant new gross profits. For
example, if this were in place for the quarter ended September 30, 2009, gross
profits would have been approximately 34% rather than 27%. The marketplace
understands the progress the Company has made over the last year as the stock
price of USAT one year ago today was $1.50 versus yesterday’s closing price of
$1.70, up 13.3%.
We intend
to fully respond in future correspondence to the Dissidents’ spurious
claims. However, you should know that Mr. Tirpak is a former hedge
fund manager whose interests may not be aligned with yours. As stated
previously, he owns only 10,000 shares of common stock as of the record date,
and has never served as a director on a public company’s board. The
Dissidents’ other two director nominees own no shares of the Company’s common
stock. Nowhere in the Dissidents’ preliminary proxy materials do they
present any plan or strategies for maximizing shareholder
value. Unlike Mr. Tirpak and the Dissidents’ other two nominees, your
Board is committed and has a concrete plan for creating shareholder value as
reflected in our increased share price.
Rather
than engage in substantive discussions about ways to enhance shareholder value,
the Dissidents filed public documents distorting the facts regarding your Board
and its actions, and have made other confusing accusations. For example, the
Dissidents’ filing contains grossly misleading information about the
compensation of management. Over the last five years, the average cash
compensation of the three officers (CEO, President and CFO) was approximately
$276,000 per year, and the average stock award was approximately 53,000 shares
of common stock per year, versus the misleading information contained in the
Dissidents’ filing.
The
Dissidents are not looking for the three most qualified candidates to be added
to your Board, but are solely interested in having their own three candidates
elected, regardless of what is in the best interests of the
Company. We can only conclude that the Dissidents will not serve the
purpose of creating additional value for all shareholders. Additionally, Mr.
Tirpak was one of two defendants in a class action alleging securities fraud
that was settled through the payment of $2,250,000 by the defendants. Given Mr.
Tirpak’s lack of public board experience and his past involvement in securities
fraud litigation, we do not believe that he is qualified to serve on our
Board.
Rest
assured, we will not be discouraged by the current economy or by the Dissidents’
distractions. Your best interests are our foremost
goal. We appreciate your continued confidence and
support.
More than
any other meeting in our Company’s history, this year’s Annual Meeting is
critical and we urge all shareholders to disregard any materials they may
receive from Mr. Tirpak or the Dissidents, and to vote only the WHITE proxy card
or voting instruction form already sent to you by the Company.
I am also
pleased to let you know that the Company has retained MacKenzie Partners, Inc.
as our proxy solicitors in connection with the Annual Meeting. Please
feel free to contact them with any questions you may have at (212) 929-5500
(call collect), toll-free at (800) 322-2885 or by e-mail to
USAT@mackenziepartners.com.
|
Sincerely,
|
|
|
/s/ George R. Jensen,
Jr.
|
|
|
George
R. Jensen, Jr.
Chairman
and Chief Executive Officer
|
About USA
Technologies:
USA
Technologies is a leader in the networking of wireless non-cash transactions,
associated financial/network services and energy management. USA
Technologies provides networked credit card and other non-cash systems in the
vending, commercial laundry, hospitality and digital imaging
industries. The Company has agreements with AT&T, Honeywell,
Blackboard, MasterCard and others.
Forward-looking
Statements
3
"Safe
Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
All statements other than statements of historical fact included in this
release, including without limitation the financial position,
business strategy and the plans and objectives of the company's management for
future operations, are forward-looking statements. When used in this
release, words such as "anticipate", "believe", "estimate", "expect", "intend",
and similar expressions, as they relate to the company or its management,
identify forward-looking statements. Such forward-looking statements
are based on the beliefs of the company's management, as well as assumptions
made by and information currently available to the company's
management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors,
including but not limited to, business, financial market and economic conditions
Readers are cautioned not to place undue reliance on these forward-looking
statements. Unless required by law, the company does not undertake to
release publicly any revisions to these forward-looking statements to reflect
future events or circumstances or to reflect the occurrence of unanticipated
events.
Important Additional
Information
USA
Technologies, Inc. (“USAT” or the “Company”) filed a definitive proxy statement
with the Securities and Exchange Commission (the “SEC”) on October 27, 2009 in
connection with the Annual Meeting of Shareholders to be held on December 15,
2009, and mailed the definitive proxy statement and a WHITE proxy card to
shareholders. [USAT and its directors and executive officers may be
deemed to be participants in the solicitation of proxies in connection with such
meeting.] The Company’s shareholders are strongly advised to read
USAT’s proxy statement as it contains important
information. Shareholders may obtain an additional copy of USAT’s
definitive proxy statement and any other documents filed by the Company with the
SEC for free at the SEC’s website at http://www.sec.gov. Copies of the
definitive proxy statement are available for free at
http://www.amstock.com/Proxy Services/ViewMaterial.asp?Co
Number=14591. In addition, copies of the Company’s proxy materials
may be requested at no charge by contacting MacKenzie Partners, Inc. at
1-800-322-2885 or via email at USAT@mackenziepartners.com. Detailed
information regarding the names, affiliations and interests of individuals who
are participants in the solicitation of proxies of USAT’s shareholders is
available in USAT’s definitive proxy statement filed with SEC on October 27,
2009.
####
4
The Company issued the following open
letter to its shareholders on November 20, 2009:
November
20, 2009
Dear
Fellow Shareholders:
By now,
you should have received the proxy statement of USA Technologies, Inc. (the
“Company”) for our December 15, 2009 Annual Meeting (the “Annual Meeting”),
along with a WHITE proxy card or voting instruction card. In
addition, you may already have been contacted by Bradley Tirpak, a dissident
shareholder, regarding our Annual Meeting, or may soon receive, proxy materials
and a blue proxy card from Mr. Tirpak and Craig Thomas (the SAVE committee) (the
“Dissidents”). Mr. Tirpak, who owns only 10,000 shares, or 0.04%, of
our common stock as of the record date of the Annual Meeting, has chosen to
launch a costly and disruptive proxy contest to try to elect three candidates
(including himself) to our Board in lieu of three of the Company’s independent
Director nominees. We urge you to reject the Dissidents’ solicitation
and instead vote the Company’s WHITE proxy card.
The
Company’s Board nominees have served you well in the past and especially during
the current challenging economic times. Recently, the Company added
two new highly qualified independent directors to the Board. Our
nominees and the current Board have, and always will, put enhancement of
shareholder value first. Whether it is developing a long-term
strategy to continue to be the leading supplier of unattended automated payment
systems in the vending market or developing enhanced energy management products,
your Board and management remain focused on enhancing long-term shareholder
value.
The
Company’s Board of Directors is independent, eminently qualified, diverse and
open-minded, and its interests are aligned with those of all the Company’s
shareholders. Your Board, which is comprised of eight directors, a majority of
whom are independent, is actively engaged in the strategy of the Company and is
committed to building value for all shareholders.
The
Company’s management, as overseen by the current Board, has helped the Company
reach a very unique and positive position.
|
|
o
|
The
Company’s cash at the end of the last quarter ended September 30, 2009 was
$16.7 million;
|
|
|
o
|
The
Company is virtually debt free;
|
|
|
o
|
The
Company has four new products that provide greater value and cost less for
our customers;
|
|
|
o
|
There
is a broad base of over 600 customers on the ePort Connect Service,
including some of the world’s leading
brands;
|
|
|
o
|
The
Company is the leader in our market with approximately 57,000 terminals
connected to our network; and
|
|
|
o
|
The
Company is processing 7.4 million transactions per quarter, an increase of
57% versus a year ago.
|
The
Company is focused on increasing revenue and gross profits, while reducing
SG&A, (down 20% versus a year ago from the recent quarter completed) with a
clear plan to reach and move beyond profitability. Recently, the Company
successfully negotiated a contract with one of its largest and most important
suppliers. This will result in immediate and significant new gross profits. For
example, if this were in place for the quarter ended September 30, 2009, gross
profits would have been approximately 34% rather than 27%. The marketplace
understands the progress the Company has made over the last year as the stock
price of USAT one year ago today was $1.50 versus yesterday’s closing price of
$1.70, up 13.3%.
We intend
to fully respond in future correspondence to the Dissidents’ spurious
claims. However, you should know that Mr. Tirpak is a former hedge
fund manager whose interests may not be aligned with yours. As stated
previously, he owns only 10,000 shares of common stock as of the record date,
and has never served as a director on a public company’s board. The
Dissidents’ other two director nominees own no shares of the Company’s common
stock. Nowhere in the Dissidents’ preliminary proxy materials do they
present any plan or strategies for maximizing shareholder
value. Unlike Mr. Tirpak and the Dissidents’ other two nominees, your
Board is committed and has a concrete plan for creating shareholder value as
reflected in our increased share price.
Rather
than engage in substantive discussions about ways to enhance shareholder value,
the Dissidents filed public documents distorting the facts regarding your Board
and its actions, and have made other confusing accusations. For example, the
Dissidents’ filing contains grossly misleading information about the
compensation of management. Over the last five years, the average cash
compensation of the three officers (CEO, President and CFO) was approximately
$276,000 per year, and the average stock award was approximately 53,000 shares
of common stock per year, versus the misleading information contained in the
Dissidents’ filing.
5
The
Dissidents are not looking for the three most qualified candidates to be added
to your Board, but are solely interested in having their own three candidates
elected, regardless of what is in the best interests of the
Company. We can only conclude that the Dissidents will not serve the
purpose of creating additional value for all shareholders. Additionally, Mr.
Tirpak was one of two defendants in a class action alleging securities fraud
that was settled through the payment of $2,250,000 by the defendants. Given Mr.
Tirpak’s lack of public board experience and his past involvement in securities
fraud litigation, we do not believe that he is qualified to serve on our
Board.
Rest
assured, we will not be discouraged by the current economy or by the Dissidents’
distractions. Your best interests are our foremost
goal. We appreciate your continued confidence and
support.
More than
any other meeting in our Company’s history, this year’s Annual Meeting is
critical and we urge all shareholders to disregard any materials they may
receive from Mr. Tirpak or the Dissidents, and to vote only the WHITE proxy card
or voting instruction form already sent to you by the Company.
I am also
pleased to let you know that the Company has retained MacKenzie Partners, Inc.
as our proxy solicitors in connection with the Annual Meeting. Please
feel free to contact them with any questions you may have at (212) 929-5500
(call collect), toll-free at (800) 322-2885 or by e-mail to
USAT@mackenziepartners.com.
|
Sincerely,
|
|
|
/s/ George R. Jensen,
Jr.
|
|
|
George
R. Jensen, Jr.
Chairman
and Chief Executive Officer
|
6
The Company sent the following email
to its employees on November 20, 2009:
Please
find attached the Company’s response to yesterday’s filing by a dissident
shareholder group. If you have any questions, please speak with George, Steve,
or Dave.
Best
Regards,
Steve
Stephen
P. Herbert
President
/ COO
USA
Technologies Inc.
100
Deerfield Lane, Suite 140
Malvern,
PA. 19355
NASDAQ:
USAT
P
610.989.0340
F
610.989.0704
Email
sherbert@usatech.com
www.usatech.com
News
Release
For
Immediate Release
|
USA
Technologies Contact:
George
Jensen, Chairman & CEO
Stephen
P. Herbert, President & COO
e-mail:
sherbert@usatech.com
Phone:
(800) 633-0340
|
Proxy
Solicitor:
Mark
Harnett / Jeanne Carr
MacKenzie
Partners, Inc.
(212)
929-5500
USAT@mackenziepartners.com
|
Investor
Relations Contact:
Marlon
Nurse, Vice President
Porter,
LeVay & Rose
Phone:
(212) 564-4700
|
USA
Technologies, Inc. Issues Open Letter to Shareholders
Malvern, PA, November 20, 2009 -- USA
Technologies, Inc. (Nasdaq: USAT) (the “Company”) today announced it has
issued an open letter to its shareholders urging them to reject any proxy
solicitation and not sign any blue proxy card they may receive from dissident
shareholders Bradley Tirpak and Craig Thomas (the “Dissidents”). On
November 19, 2009, the Dissidents filed a preliminary proxy statement with the
Securities and Exchange Commission (the “SEC”) announcing their plans to launch
a proxy contest seeking to elect three directors, including Mr. Tirpak, to the
Board of Directors of the Company. The Company intends to fully
respond in future correspondence to the Dissidents’ spurious
claims. In its letter to shareholders, the Company stated that it
believes Mr. Tirpak and the two additional director nominees, who together on
the record date of the annual meeting only own 10,000 shares, or 0.04%, of
common stock of the Company, will not act in the best interests of the Company’s
shareholders. The complete text of the letter to shareholders
follows:
November
20, 2009
Dear
Fellow Shareholders:
By now,
you should have received the proxy statement of USA Technologies, Inc. (the
“Company”) for our December 15, 2009 Annual Meeting (the “Annual Meeting”),
along with a WHITE proxy card or voting instruction card. In
addition, you may already have been contacted by Bradley Tirpak, a dissident
shareholder, regarding our Annual Meeting, or may soon receive, proxy materials
and a blue proxy card from Mr. Tirpak and Craig Thomas (the SAVE committee) (the
“Dissidents”). Mr. Tirpak, who owns only 10,000 shares, or 0.04%, of
our common stock as of the record date of the Annual Meeting, has chosen to
launch a costly and disruptive proxy contest to try to elect three candidates
(including himself) to our Board in lieu of three of the Company’s independent
Director nominees. We urge you to reject the Dissidents’ solicitation
and instead vote the Company’s WHITE proxy card.
The
Company’s Board nominees have served you well in the past and especially during
the current challenging economic times. Recently, the Company added
two new highly qualified independent directors to the Board. Our
nominees and the current Board have, and always will, put enhancement of
shareholder value first. Whether it is developing a long-term
strategy to continue to be the leading supplier of unattended automated payment
systems in the vending market or developing enhanced energy management products,
your Board and management remain focused on enhancing long-term shareholder
value.
7
The
Company’s Board of Directors is independent, eminently qualified, diverse and
open-minded, and its interests are aligned with those of all the Company’s
shareholders. Your Board, which is comprised of eight directors, a majority of
whom are independent, is actively engaged in the strategy of the Company and is
committed to building value for all shareholders.
The
Company’s management, as overseen by the current Board, has helped the Company
reach a very unique and positive position.
|
|
o
|
The
Company’s cash at the end of the last quarter ended September 30, 2009 was
$16.7 million;
|
|
|
o
|
The
Company is virtually debt free;
|
|
|
o
|
The
Company has four new products that provide greater value and cost less for
our customers;
|
|
|
o
|
There
is a broad base of over 600 customers on the ePort Connect Service,
including some of the world’s leading
brands;
|
|
|
o
|
The
Company is the leader in our market with approximately 57,000 terminals
connected to our network; and
|
|
|
o
|
The
Company is processing 7.4 million transactions per quarter, an increase of
57% versus a year ago.
|
The
Company is focused on increasing revenue and gross profits, while reducing
SG&A, (down 20% versus a year ago from the recent quarter completed) with a
clear plan to reach and move beyond profitability. Recently, the Company
successfully negotiated a contract with one of its largest and most important
suppliers. This will result in immediate and significant new gross profits. For
example, if this were in place for the quarter ended September 30, 2009, gross
profits would have been approximately 34% rather than 27%. The marketplace
understands the progress the Company has made over the last year as the stock
price of USAT one year ago today was $1.50 versus yesterday’s closing price of
$1.70, up 13.3%.
We intend
to fully respond in future correspondence to the Dissidents’ spurious
claims. However, you should know that Mr. Tirpak is a former hedge
fund manager whose interests may not be aligned with yours. As stated
previously, he owns only 10,000 shares of common stock as of the record date,
and has never served as a director on a public company’s board. The
Dissidents’ other two director nominees own no shares of the Company’s common
stock. Nowhere in the Dissidents’ preliminary proxy materials do they
present any plan or strategies for maximizing shareholder
value. Unlike Mr. Tirpak and the Dissidents’ other two nominees, your
Board is committed and has a concrete plan for creating shareholder value as
reflected in our increased share price.
Rather
than engage in substantive discussions about ways to enhance shareholder value,
the Dissidents filed public documents distorting the facts regarding your Board
and its actions, and have made other confusing accusations. For example, the
Dissidents’ filing contains grossly misleading information about the
compensation of management. Over the last five years, the average cash
compensation of the three officers (CEO, President and CFO) was approximately
$276,000 per year, and the average stock award was approximately 53,000 shares
of common stock per year, versus the misleading information contained in the
Dissidents’ filing.
The
Dissidents are not looking for the three most qualified candidates to be added
to your Board, but are solely interested in having their own three candidates
elected, regardless of what is in the best interests of the
Company. We can only conclude that the Dissidents will not serve the
purpose of creating additional value for all shareholders. Additionally, Mr.
Tirpak was one of two defendants in a class action alleging securities fraud
that was settled through the payment of $2,250,000 by the defendants. Given Mr.
Tirpak’s lack of public board experience and his past involvement in securities
fraud litigation, we do not believe that he is qualified to serve on our
Board.
Rest
assured, we will not be discouraged by the current economy or by the Dissidents’
distractions. Your best interests are our foremost
goal. We appreciate your continued confidence and
support.
More than
any other meeting in our Company’s history, this year’s Annual Meeting is
critical and we urge all shareholders to disregard any materials they may
receive from Mr. Tirpak or the Dissidents, and to vote only the WHITE proxy card
or voting instruction form already sent to you by the Company.
8
I am also
pleased to let you know that the Company has retained MacKenzie Partners, Inc.
as our proxy solicitors in connection with the Annual Meeting. Please
feel free to contact them with any questions you may have at (212) 929-5500
(call collect), toll-free at (800) 322-2885 or by e-mail to
USAT@mackenziepartners.com.
|
Sincerely,
|
|
|
/s/ George R. Jensen,
Jr.
|
|
|
George
R. Jensen, Jr.
Chairman
and Chief Executive Officer
|
About USA
Technologies:
USA
Technologies is a leader in the networking of wireless non-cash transactions,
associated financial/network services and energy management. USA
Technologies provides networked credit card and other non-cash systems in the
vending, commercial laundry, hospitality and digital imaging
industries. The Company has agreements with AT&T, Honeywell,
Blackboard, MasterCard and others.
Forward-looking
Statements
"Safe
Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
All statements other than statements of historical fact included in this
release, including without limitation the financial position,
business strategy and the plans and objectives of the company's management for
future operations, are forward-looking statements. When used in this
release, words such as "anticipate", "believe", "estimate", "expect", "intend",
and similar expressions, as they relate to the company or its management,
identify forward-looking statements. Such forward-looking statements
are based on the beliefs of the company's management, as well as assumptions
made by and information currently available to the company's
management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors,
including but not limited to, business, financial market and economic conditions
Readers are cautioned not to place undue reliance on these forward-looking
statements. Unless required by law, the company does not undertake to
release publicly any revisions to these forward-looking statements to reflect
future events or circumstances or to reflect the occurrence of unanticipated
events.
Important Additional
Information
USA
Technologies, Inc. (“USAT” or the “Company”) filed a definitive proxy statement
with the Securities and Exchange Commission (the “SEC”) on October 27, 2009 in
connection with the Annual Meeting of Shareholders to be held on December 15,
2009, and mailed the definitive proxy statement and a WHITE proxy card to
shareholders. [USAT and its directors and executive officers may be
deemed to be participants in the solicitation of proxies in connection with such
meeting.] The Company’s shareholders are strongly advised to read
USAT’s proxy statement as it contains important
information. Shareholders may obtain an additional copy of USAT’s
definitive proxy statement and any other documents filed by the Company with the
SEC for free at the SEC’s website at http://www.sec.gov. Copies of the
definitive proxy statement are available for free at
http://www.amstock.com/Proxy Services/ViewMaterial.asp?Co
Number=14591. In addition, copies of the Company’s proxy materials
may be requested at no charge by contacting MacKenzie Partners, Inc. at
1-800-322-2885 or via email at USAT@mackenziepartners.com. Detailed
information regarding the names, affiliations and interests of individuals who
are participants in the solicitation of proxies of USAT’s shareholders is
available in USAT’s definitive proxy statement filed with SEC on October 27,
2009.
####
9