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form8k.htm

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): July 22, 2008

USA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	001-33365	23-2679963

(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITIION

On July 22, 2008, USA Technologies, Inc. issued a press release announcing its revenues for the three months ended June 30, 2008, and for the full fiscal year ended June 30, 2008. The complete text of this press release is attached as Exhibit 99.1.

Also attached as Exhibit 99.2 is the complete text of the Company overview presentation titled “Creating Value Through Innovation” that is referred to in the press release.

The information in and the Exhibits to this Form 8-K are being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press Release dated July 22, 2008, of USA Technologies, Inc.

99.2 Company overview presentation titled “Creating Value Though Innovation”

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: July 22, 2008

EXHIBIT INDEX

Exhibit No.	Description

99.1	Press Release dated July 22, 2008

99.2	Company overview presentation titled “Creating Value Through Innovation”

ex99_1.htm

Exhibit 99.1

NEWS RELEASE

For Immediate Release

USA Technologies Contact:	Investor Relations Contact:
George Jensen, Chairman & CEO	Marlon Nurse
Stephen P. Herbert, President & COO	Porter, LeVay & Rose
e-mail: sherbert@usatech.com	Phone: (212) 564-4700
Phone: (800) 633-0340

USA Technologies Announces First $5 Million Quarter, Up 105% Versus Previous Fiscal Year Fourth Quarter

Fiscal 2008 Revenue Up 76% to $16 Million After Four Successive Record Quarters

MALVERN, PA – July 22, 2008 -- USA Technologies (NASDAQ: USAT) today announced unaudited revenue for the fourth fiscal quarter ending June 30, 2008, of approximately $5,014,000 compared with $2,446,000 for the fourth quarter of fiscal year 2007.

The $5 million quarter represents a revenue increase of approximately 105% year-over-year, and marks USA Technologies’ fourth successive record revenue fiscal quarter. Revenues for fiscal year ended June 30, 2008 total approximately $16,010,000 compared to $9,158,012 for the fiscal year ended June 30, 2007, an increase of 76%. Revenues for the fourth quarter of fiscal year 2008 are approximately $5,014,000 compared to approximately $2,446,000 for the fourth quarter of fiscal year 2007, an increase of 105%. USA Technologies’ revenues during the month of June 2008 were in excess of $2,300,000, the largest monthly revenues in USA Technologies’ history.

The revenue numbers for fiscal year 2008 are unaudited. Final audited financial statements will be released later in September 2008 as part of our Form 10-K Annual Report.

“I am delighted to announce that USA Technologies is continuing its pattern of turning in record revenue quarters, and for the first time revenues for a quarter have topped $5 million,” said George R. Jensen, Jr., Chairman and Chief Executive Officer, USA Technologies, Inc. “This is our fourth successive record revenue quarter, and we are expecting business to continue to grow as we enter the new fiscal year,” he said.

During the fourth quarter ended June 30, 2008, the Company processed approximately 3.9 million transactions totaling approximately $10.4 million in value for customers, compared with approximately 1.5 million transactions, totaling approximately $6.7 million during the quarter ended June 30, 2007. This represents an increase of 160% in transaction volume, and 55% in dollars processed.

“We are doing business with many of the biggest brands in the vending industry for both our ePort® and EnergyMiser™ product line, which is rapidly driving up sales and transactions through our USALive network,” said Mr. Jensen. “We are developing exciting new technologies, and introducing new services. We are growing our portfolio of patents and leadership as a technology innovator. We have taken steps to streamline and reduce our operating costs. We are expanding our business, nationally and internationally,” he said.

Recent USA Technologies business and operational highlights:

G7 ePort orders exceed 10,000 terminals: The G7 is breaking all records following its launch at the NAMA National Vending Expo. With added features and reduced production costs, the ePort G7 is all-in-one technology that accepts traditional magnetic stripe credit cards and contactless credit cards with tap-and-go technology. The revolutionary G7 ePort operates with MasterCard’s PayPass, American Express’ ExpressPay, Visa’s Contactless, Chase Bank’s Blink, and Discover Network Zip Contactless system.

38,000 terminals connected to USALive® network: Connections for the period ended June 30, 2008 have more than doubled from approximately 15,000 a year ago.

New exclusive ePort agreement: USA Technologies recently closed a three-year ePort agreement with one of the largest soft drink bottlers in America.

First to launch cellular phone vending payment pilot: USA Technologies is working with major cellular phone companies to introduce Near Field Communications (NFC) to vending, giving consumers the ability to make purchases from vending machines with cellular phones. The first pilot program is underway with Nokia at Gonzaga University in Washington State.

eSuds™ extends reach abroad: JLA, a leading supplier of commercial laundry equipment in the UK, has begun distribution of eSuds terminals to universities and colleges in England, with the first installation at the University of York.

Three new ePort Connect™ programs: ePort Connect™ Stored Value, Loyalty and Certification Programs launched earlier this year have helped strengthen USA Technologies’ services leadership in the $46 billion vending market.

USA Technologies issued 13th energy patent: The patent is for the VM2iQ®, a key technology in the EnergyMiser energy conservation product line that targets the nation’s four million refrigerated vending machines.

EnergyMiser Rebate Program grows to nearly 50 utilities: Energy utilities offering EnergyMisers free or with rebates have doubled over the past 12 months to nearly 50, with another four utilities offering turnkey programs.

USA Technologies responding to growing market trends – cost savings, environmental programs, efficiency, speed and convenience.

Customers are installing energy conservation technology products to reduce their energy consumption and costs, but also to help meet their environmental goals.

“Our EnergyMiser technology is being woven into the ‘sustainability’ programs of several major companies, while energy utilities increasingly see our products as a vehicle to reduce demand on the nation’s power grid,” said Mr Jensen.

At the same time, more consumers are using credit cards to purchase from vending machines. Surveys conducted by the Company have indicated that consumers prefer the convenience of cashless vending, leading in many instances to increased sales. The ePort is also helping vending machine operators manage and operate their machines more efficiently and effectively.

“The growing cashless market trend is impacting the vending industry’s bottom line, an industry which must raise prices in today’s economy. Our ePort solution is a proven vehicle that allows vendors to implement this change quickly and easily,” said Mr Jensen.

USA Technologies is growing its reputation as a technology innovator, responding to marketplace trends and customer needs, which positions the company for significant future growth and success.

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. For further information on USA Technologies, please visit www.usatech.com. To view a Company overview presentation, visit http://www.usatech.com/company_info/dl/USAT_company_overview.pdf

Statement under the Private Securities Litigation Reform Act:

With the exception of the historical information contained in this release, the matters described herein contain forward-looking statements that involve risk and uncertainties that may individually or mutually impact the matters herein described, including but not limited to, product acceptance, the ability to continually obtained increased orders of its products, the ability to meet installation goals, economic, competitive, governmental impacts, whether pending patents will be granted or defendable, validity of intellectual property and patents, the ability to license patents, the ability to commercialize developmental products, as well as technological and/or other factors.

ex99_2.htm

A Leader in Cashless Transactions,

Networked Services, and Energy Management

Creating Value Through Innovation

July 22, 2008

With the exception of the historical information contained in this presentation,
the matters described herein contain forward-looking statements that involve risk
and uncertainties that may individually or mutually impact the matters herein
described, including but not limited to the ability of the Company to increase
revenues in the future due to the developing and unpredictable markets for its
products, the ability to achieve a positive cash flow, the ability to obtain orders
for or install its products, the ability to obtain new customers and the ability to
commercialize its products, which could cause actual results or revenues to differ
materially from those contemplated by these statements.

Forward Looking Statement

Significant Market Opportunity

USAT believes that it has a significant opportunity to penetrate
several large markets, particularly the vending market.

Significant Market Opportunity - Vending industry and other unattended

markets are large, global and underpenetrated

Market is Positioned for Rapid Growth - Driven by technology

improvements, consumer demand, improvements in payment card regulations,

and vending industry dynamics

Market Leader - - USAT is a market leader in all of its markets

• Vending -- 90%

• Self Serve Business Center -- 50%

• Energy Products -- 100%

Significant Barriers to Entry

• Patent portfolio -- 69 patents issued

• Technology/product leadership

• Industry relationships (e.g., MasterCard, Coke, Pepsi, Sony, many others)

Attractive Long-term Financial Model

• Significant revenue growth

• Unique recurring revenue streams

Investment Highlights

ePort® for Cashless Vending

• Enables cashless payments including credit/debit

• Designed for rapid retrofit - 10 minutes or less

• Instantly on network

• Turnkey wireless connection

• Provides operators with online access to sales data

• Multiple forms of cashless payment including credit/debit

cards

• Increase sales by approximately 20%

• Increase in average purchase by 32% vs. cash

• Less than 1 year payback

• Hardware cost $450/unit

• $9.95/month/unit network services fee

• 5% credit card processing fee

Customer Economics

ePort Connect™ Service

Web-Based Reporting for
Distributed Assets

24/7 Customer Service

Cashless Transactions

Introduction of the
ePort G7 in March 2008

• Wireless, cashless transaction solution

• Combines traditional mag-stripe and RF payment capabilities

• Ability to read USA Technologies’ PayDot™

• New look with a more robust form factor

• Faster installation and activation

• ePort Remote Upgrade™ capability (over the air software updates)

• Increased DEX capability for improved machine compatibility

MasterCard and Coca-Cola Bottlers Point of Sale
Merchandising for Cashless Vending

ePort® Merchandising

Customers/Deployments

eSuds™ Product Overview

• Less than 1 year payback

• 15% increase in sales

• Insulate contracts/gain share

• Hardware cost $200/unit

• $2.50/month/unit network service contract

per washer and dryer

Customer Economics

Online availability of washers and dryers

Payments via student ID or PIN

“Cycle Done” notification

• Email

• Cell Phone

• Pager

Web-Based Reporting for eSuds™

Customers

Product Overview

• Nearly 400 units installed nationwide

• Major hotel partners

• Hotel Industry's Top Technology 2003

• Hotel Industry’s Overall Top Product 2003

• Minimum payments for hardware and up
to 50% of revenue over minimum

• Outsourced maintenance

Westin Chicago River North

Customers

Unattended Kiosks

US Kiosk Market (# of kiosks).............800,000*

Worldwide Kiosk Market..................1,225,000*

Kiosk Market Statistics

Sony PictureStation

Fantasy Photobooth

USAT Kiosk Model

Expenditures at kiosks expected to grow 18% in
2008**

Over 1,000 kiosks currently connected to
USALive® Network

Revenue Model

• Hardware/software: $400

• Credit card processing: 3% - 5%

• Monthly service fee: $10 - $20

Starbucks Coffee

* Source: Summit Research Associates

** Source: IHL Consulting

Cashless Terminals Installed
Base by Quarter

• Less than 1 year payback

• Saves 40% of electric bill per unit

• Average electric bill/unit ~ $300 per year

• Average sales price of $90.00

• Initial market is U.S. install base of 4 million
refrigerated beverage vending machines

Customer Economics

Product Overview

Texas recently passed legislation requiring
energy conserving technology in all vending
machines.

Recent Developments

Key Industry Trends

Consumer Demand

• Increased per unit revenue

• Increased per transaction unit
sales

• Need for accurate, real-time
sales data

Market Sponsorship

Technology Improvements

• Wireless reliability up/costs
down

• Hardware costs continue to
decline, increasing ROI of USAT
solutions

• MasterCard and others are
driving broader market
acceptance

• Recent debit card legislation
maximizes market
size/opportunity

USAT believes that the confluence of several compelling drivers will
help to drive significant vending market adoption.

Operator Demand

• Focus on convenience

• Desire for electronic micro-
payments

• 24/7 availability

Strategic Partnerships

• Key partner in opening up small ticket markets
( e.g. vending)

• GSM Contract for Customer Connections

• Affordable and Reliable Access

• Integration to Campus Payment System which
is present on over 400 University Campuses

• Vivotech’s contactless reader solution to be
integrated into G7 e-Port®

Sales & Marketing Strategy

• Direct sales: 8 dedicated salespeople

• Strategic co-marketing relationships

• Attendance at industry conferences and events

• 65 independent sales reps and resellers

Experienced Management Team

George R. Jensen, Jr. , Chairman and Chief Executive Officer

Mr. Jensen has been the Chief Executive Officer and Director of USA Technologies since January 1992. He is
the founder, and was Chairman, Director, and Chief Executive Officer of American Film Technologies, Inc.
("AFT") from 1985 until 1992. AFT was in the business of creating color imaged versions of black-and-white
films. From 1979 to 1985, Mr. Jensen was Chief Executive Officer and President of International Film
Productions, Inc. He served as Executive Producer of the twelve-hour miniseries, "A.D.", a $35 million dollar
production filmed in Tunisia. Procter and Gamble, Inc., the primary source of funds, co-produced and
sponsored the epic, which aired in March 1985 for five consecutive nights on the NBC network. Mr. Jensen
was also the Executive Producer for the 1983 special for public television, "A Tribute to Princess Grace."
From 1971 to 1978, Mr. Jensen was a securities broker, primarily for the firm of Smith Barney, Harris
Upham. He was chosen 1989 Entrepreneur of the Year in the high technology category for the Philadelphia,
Pennsylvania area by Ernst & Young LLP and Inc. Magazine. Mr. Jensen received his Bachelor of Science
Degree from the University of Tennessee and is a graduate of the Advanced Management Program at the
Wharton School of the University of Pennsylvania.

Stephen P. Herbert, President and Chief Operating Officer

Mr. Herbert was elected a Director of USA Technologies in April 1996. He joined USA Technologies on May 6,
1996. Prior to joining USA Technologies he had been employed by Pepsi-Cola, the beverage division of
PepsiCo, Inc. since 1986. From 1994 to April 1996, he was a Manager of Market Strategy. In that position,
he was responsible for directing development of market strategy for the vending channel and subsequently
the supermarket channel for Pepsi-Cola in North America. Prior to that, Mr. Herbert held various sales and
management positions with the Pepsi-Cola Company. He graduated with a Bachelor of Science degree from
Louisiana State University.

David M. DeMedio, Chief Financial Officer

Mr. DeMedio joined USA Technologies in March 1999. Prior to being named Chief Financial Officer in April
2005, Mr. DeMedio served as Controller and Director of Network and Financial Services at USA. From 1996 to
March 1999, Mr. DeMedio had been employed by Elko, Fischer, Cunnane and Associates, LLC as a supervisor
in its accounting and auditing and consulting practice. Prior thereto, Mr. DeMedio held various accounting
positions with Intelligent Electronics, Inc., a multi-billion reseller of computer hardware and configuration
services. Mr. DeMedio received his Bachelor of Science in Business Administration from Shippensburg
University and is a Certified Public Accountant.

Financial Snapshot

(as of 6/30/2008)

NASDAQ: USAT

Industry: Business Services/Technology

Operations based in: Malvern, PA

Shares Outstanding: 15.1 million

Fully-Diluted Shares Outstanding: 17.3 million

52-Week Range: $4.50 - - $12.75 per share

Average Daily Trading Volume: 80,000 shares

Insider Ownership: 4%

Institutional Ownership: 46%

Fiscal Year End: June 30

No. of Employees: 60

Total Revenue by Quarter

Transaction Volume by Quarter

Why Invest in USA Technologies?

• Highly motivated and experienced Management team.

• Leader in cashless transaction and network services for the unattended self-serve
market.

• Growth by delivering extraordinary value to our customers, starting with
convenience to the consumer, higher sales due to credit card purchasing power, and
data to run their business better along with theft reduction.

• Existing strong partnerships.

• Multiple revenue streams with recurring revenues and excellent profit opportunity.

• Not dependent on any one product, customer or industry.

• Patent protected.

• Open ended global markets with significant growth opportunities.

• Worldwide mega trends to fuel growth - cashless transactions now surpassing cash
and checks combined, networked economy, and rising energy costs.

USA Technologies Inc. (NASDAQ: USAT)

100 Deerfield Lane, Suite 140, Malvern, PA 19355

phone: 800.633.0340 • fax: 610.989.0344

www.usatech.com

George R. Jensen, Jr.

Chairman and CEO

gjensen@usatech.com

Stephen P. Herbert

President and COO

sherbert@usatech.com