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): October 1, 2008
USA
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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001-33365
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23-2679963
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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
7.01. Regulation FD Disclosure
On
October 1, 2008, USA Technologies, Inc. (“USA”) and First Data Merchant Services
Corporation, a wholly-owned subsidiary of First Data Corporation (“First Data”),
entered into a three year Joint Marketing Agreement. Pursuant to the Joint
Marketing Agreement, USA and First Data agreed to jointly market and sell to
vending operators and soft drink bottlers in the United States a prepaid vending
solution which utilizes the e-Port of USA and the GO-Tag contactless payment
presentation device of First Data. The Joint Marketing Agreement contemplates
the sale to customers of up to 100,000 e-Ports and up to 25 million GO-Tag
devices over the three year term of the agreement. USA would sell the e-Ports to
the customers at retail pricing. The e-Ports would accept credit cards, debit
cards, and contactless cards as well as the GO-Tag contactless devices of First
Data.
At the
time of entering into the Joint Marketing Agreement, USA issued to First Data
performance–based warrants to purchase up to 1,500,000 shares of Common Stock of
USA. First Data would have the right to purchase 500,000 of such shares within
two years of issuance at $5.25 per share (the “A Warrants”), and 1,000,000 of
such shares within three years of issuance at $6.00 per share (the “B
Warrants”). The A Warrants are only exercisable by First Data if a minimum of
20,000 e-Ports are sold to a customer pursuant to the Joint Marketing Agreement
prior to the expiration of the A Warrants. The B Warrants are only exercisable
by First Data if the A Warrants become exercisable and if a minimum of 15,000
additional e-Ports are sold to a customer pursuant to the Joint Marketing
Agreement following the date on which the A Warrants become exercisable and
prior to the expiration of the B Warrants.
The Joint
Marketing Agreement provides that First Data has the pre-emptive right for a
period of three years to purchase that number of securities being offered for
sale by the Company during such three year period in order to maintain its
pro-rata portion of the Common Stock of the Company following the issuance of
any securities to be sold by the Company in any such subsequent securities
offering.
On
October 1, 2008, USA and First Data Prepaid Services, an affiliate of First Data
Corporation, entered into a three year Referral Agreement pursuant to which
First Data Prepaid Services would provide processing services for the GO-Tag
devices sold to customers under the Joint Marketing Agreement. USA and the
customer would enter into a separate processing agreement pursuant to which USA
would process all transactions other than those related to the GO-Tag
devices.
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.
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USA
TECHNOLOGIES, INC.
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By:
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/s/ George R. Jensen,
Jr.
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George
R. Jensen, Jr.
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Chief
Executive Officer
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Dated:
October 6, 2008