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
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a Party other than the Registrant ¨
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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)
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Filed: December 9, 2009
USA
Technologies, Inc. (the “Company”) issued the following press release on
December 9, 2009.
FOR
IMMEDIATE RELEASE
USA
TECHNOLOGIES COMMENTS ON RISKMETRICS REPORT
Urges
Shareholders to Vote FOR the
Company’s
Nominees on the WHITE Proxy Card Today
MALVERN, Pa.– December 9, 2009 –
USA Technologies, Inc. (NASDAQ: USAT) (the “Company”) today issued the
following statement in response to a report issued by RiskMetrics Group
(formerly Institutional Shareholder Services) regarding the election of
Company’s director nominees – Stephen D. Barnhart, Joel Brooks, Stephen P.
Herbert, George R. Jensen, Jr., Steven Katz, Douglas M. Lurio, Jack E. Price and
William L. Van Alen, Jr.– at the Company’s Annual Meeting of Shareholders to be
held on December 15, 2009:
We
strongly believe that RiskMetrics reached the wrong conclusion in failing to
recommend that shareholders elect all of the Company’s highly-qualified director
nominees. We are confident that our director nominees are the right Board
to continue leading USAT toward profitability. The Company urges shareholders to
protect their investment by voting the WHITE proxy card FOR all of
USA Technologies’ experienced directors.
At
precisely the moment in the Company’s history when the Board and management have
developed a roadmap to achieve profitability and generate shareholder value, the
dissidents are opportunistically seeking to take control of the Company to serve
their own agenda. If the dissidents succeed in their effort to replace three
experienced directors with three of their own nominees, they would have control
of the Company extremely disproportionate to their less than 1.5% ownership.
With immediate control of 37.5% of the Board, or 42% if they succeed in reducing
the size of the Board as they have said they intend to do, they would be
well-positioned to take over the Company without paying shareholders a premium
for their investment.
We
believe that the dissidents do not have any credible plan to create value beyond
the initiatives already underway at USAT. The dissidents’ nominees have
repeatedly demonstrated they lack knowledge of the Company and
industry. Giving the dissidents a near-majority on the Board cannot
further USAT’s progress and, in fact, could undermine important business inroads
the Company has made and jeopardize value for all shareholders.
USAT has
a clear action plan in place to continue to capitalize on the strong product
portfolio and customer relationships that make it a recognized market leader in
the large and growing cashless transaction markets. The Company’s Board has
helped build this Company into the recognized leader in the small-ticket,
self-serve, cashless transaction market, and positioned USAT to generate
shareholder value. The Board’s nominees have the necessary depth and breadth of
relevant expertise in areas that are critical to USA Technologies’ future
success.
We urge
all USAT shareholders to protect their investment by rejecting the dissidents’
nominees and voting FOR the Company’s highly-qualified and experienced
directors.
Company
shareholders are reminded that their vote is important, no matter how many or
how few shares they own. Whether or not they attend the Annual
Meeting, shareholders are encouraged to vote their shares by phone or the
Internet or by signing, dating and returning the WHITE proxy card as soon as
possible.
If
shareholders have received a blue proxy card from the dissidents, they are urged
to discard it. If shareholders have previously submitted a blue proxy card, they
may vote in favor of the Board’s nominees by following the instructions on the
WHITE proxy card. If
shareholders have any questions or need any assistance voting their shares,
please contact MacKenzie Partners, Inc., which is assisting the Company in this
matter, toll-free at (800) 322-2885, (212) 929-5500 or
USAT@mackenziepartners.com.
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, including but not limited
to, the ability of the Company to retain key customers from whom a significant
portion of its revenues is derived; the ability of the Company to compete with
its competitors to obtain market share; the ability of the Company to estimate,
anticipate, or control its cash and non-cash expenses, costs, or charges; the
ability of the Company to obtain widespread and continued commercial acceptance
of it products or services; or the outcome of the pending proxy contest. Readers
are cautioned not to place undue reliance on these forward-looking statements.
Any forward-looking statement made by us in this release speaks only as of the
date of this release. 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, as well as a supplement to the proxy statement and additional
soliciting materials. 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/ProxyServices/ViewMaterial.asp?CoNumber=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 and in USAT’s supplement to
proxy statement filed with SEC on December 2, 2009.
Contact:
USA
Technologies Contact:
George
Jensen, Chairman & CEO
Stephen
P. Herbert, President & COO
800-633-0340
gjensen@usatech.com
sherbert@usatech.com
or
Proxy
Solicitor:
MacKenzie
Partners, Inc.
Mark
Harnett / Jeanne Carr
212-929-5500
USAT@mackenziepartners.com
or
Media
Contact:
Jeremy
Jacobs / Annabelle Rinehart
Joele
Frank, Wilkinson Brimmer Katcher
212-355-4449