UNITED
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SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
PROXY
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EXCHANGE
ACT OF 1934
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£ Definitive
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USA
TECHNOLOGIES, INC.
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|
(Name
of Registrant as Specified In Its Charter)
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(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 ANNOUNCES NEW DATE FOR ANNUAL MEETING DUE TO MISLEADING, INACCURATE
AND SELECTIVE DISCLOSURE BY DISSIDENT GROUP
RESCHEDULED
MEETING TO BE HELD ON JUNE 15, 2010
MALVERN, Pa. – December 9, 2009
–USA Technologies, Inc. (NASDAQ: USAT) (the “Company”) today announced
that its Board of Directors has rescheduled the Company’s Annual Meeting of
Shareholders (the “Annual Meeting”) to June 15, 2010.
The Board
rescheduled the Annual Meeting due to what the Board believes to be misleading,
inaccurate and selective disclosure regarding the Company made by the dissident
shareholders seeking to replace three of the Company’s directors with their own
nominees. The Board was also concerned that, prior to filing their preliminary
proxy statement with the Securities and Exchange Commission (the “SEC”), the
dissidents had selectively disclosed to certain shareholders an extensive
written presentation containing information that has not been disclosed to all
shareholders. The Board believes that this information provides insight into the
dissidents’ true intentions in launching its proxy contest. This written
presentation has never been filed with the SEC or made generally available to
the Company’s shareholders.
Shareholders
with any questions may contact MacKenzie Partners, Inc., who 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, Visa, MasterCard, Compass 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 election of the Company’s
directors. 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