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form8a12b.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

For Registration of Certain Classes of Securities
 Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934

USA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)


Pennsylvania
  
23-2679963
(State of incorporation or organization)
  
(I.R.S. Employer Identification No.)
       
100 Deerfield Lane, Suite 140
      
Malvern, Pennsylvania
    
19355
(Address of principal executive offices)
    
(Zip Code)
       
Title of each class to
  
Name of each Exchange on which
Be so registered:
  
each class is to be registered:
       
Series A Convertible Preferred Stock
  
The NASDAQ Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
 
Securities Act registration file number to which this form relates: Not Applicable.

Securities to be registered pursuant to Section 12(g) of the Act: None
(Title of Class)
 
 
 
 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Explanatory Note

This registration statement relates to the shares of Series A Convertible Preferred Stock (“Preferred Stock”) of USA Technologies, Inc. (the “Company”). This registration statement is filed with the Securities and Exchange Commission (the “SEC”) in connection with the approval of the Company’s application to list its Preferred Stock on The NASDAQ Global Market. The Company’s Preferred Stock is expected to commence trading on The NASDAQ Global Market on or about March 10, 2008, under the trading symbol USATP.

Item 1. Description of Registrant’s Securities to be Registered.

A description of the Preferred Stock contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-147465) filed with the SEC on December 21, 2007, is incorporated herein by reference.

In addition, at the 2008 Annual Shareholders’ Meeting of the Company held on February 28, 2008, the shareholders approved an amendment to the Articles of Incorporation of the Company permitting the Company to purchase its shares of Common Stock regardless of the existence of, or the amount of, any accrued and unpaid dividends on the Preferred Stock. A description of the amendment is contained in the section entitled “Approval of an Amendment to the Articles of Incorporation Allowing the Company to Purchase its Common Stock” set forth in the Company’s definitive proxy statement on Schedule 14-A filed with the SEC on January 29, 2008, all of which is incorporated herein by reference. The amendment became effective on March 6, 2008, the date the Company filed the amendment with the Department of State of the Commonwealth of Pennsylvania.

Item 2. Exhibits.

Exhibit No.
  
Description
     
3.1
  
Amended and Restated Articles of Incorporation of the Company filed January 26, 2004 (Incorporated by reference to Exhibit 3.1 to Form 10-QSB filed on February 12, 2004)
     
3.2
  
First Amendment to Amended and Restated Articles of Incorporation of the Company filed on March 14, 2005(Incorporated by reference to Exhibit 3.1.1 to Form S-1 Registration Statement No. 333-124078)
     
3.3
  
Second Amendment to Amended and Restated Articles of Incorporation of the Company filed on December 13, 2005 (Incorporated by reference to Exhibit 3.1.2 to Form S-1 Registration Statement No. 333-130992)
 
 
3.4
  
Third Amendment to Amended and Restated Articles of Incorporation of the Company filed on July 25, 2007
     
3.5
  
Fourth Amendment to Amended and Restated Articles of Incorporation of the Company filed on March 6, 2008
     
3.6
  
By-Laws of the Company (Incorporated by reference to Exhibit 3.2 to Form SB-2 Registration Statement No. 33-70992)
     
3.7
  
First Amendment to By-Laws of the Company (Incorporated by reference to Exhibit 3.2 to Form 8-K filed on July 24, 2007)


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.


 
USA TECHNOLOGIES, INC.
     
Dated: March 6, 2008
By:
/s/ George R. Jensen, Jr.
   
George R. Jensen, Jr.,
   
Chief Executive Officer
 
 
 
 

INDEX TO EXHIBITS

Exhibit No.
  
Description
     
 
Third Amendment to Amended and Restated Articles of Incorporation of the Company filed on July 25, 2007
     
 
Fourth Amendment to Amended and Restated Articles of Incorporation of the Company filed on March 6, 2008
 
 
ex3_4.htm
Exhibit 3.4
 
 
Entity #: 2072587
 
Date Filed: 07/25/2007
 
Pedro A. Cortes
 
Secretary of the Commonwealth


PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
Articles of Amendment-Domestic Corporation
(15 Pa. C.S.)

x Business Corporation (§1915)
 o Nonprofit Corporation (§5915)

Name
SHAILA PRABHAKAR, ESQUIRE
  
Document will be returned in the name and address you enter to the left
Address
    
2005 MARKET ST., SUITE 2340
    
City
State
Zip Code
    
PHILADELPHIA
PA
19103
    


Fee: $70
 
 
In compliance with the requirements of the applicable  provisions (relating to articles of amendment), the undersigned, deciding to amend its articles, hereby states that:
 
1. The name of the corporation is:
USA TECHNOLOGIES. INC.
 
2. The (a) address of this corporation's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
(a) Number and Street
City
State
Zip
County
100 DEERFIELD Lane, SUITE 140
MALVERN
PA
19355
CHESTER
 
(b) Name of Commercial Registered Office Provider
County
c/o
 
3. The statute by or under which it was incorporated: BUSINESS CORPORATION LAW OF 1988
 
 
4. The date of its Incorporation:
JAN 16, 1992
 
5. Check, and if appropriate complete, one of the following:
x The amendment shall be effective upon filling these Articles of Amendment in the Department Of State.
o The amendment shall be effective on:.
 
at
 
 
 
Date
  
Hour
  
 
 
 
Commonwealth of Pennsylvania
ARTICLES OF AMENDMENT-BUSlNESS 4 Page(s)
   
 
 
 
 
 
6. Check one of the following:

o
The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. §1914(a) and (b) or §5914(a).

x
The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c) or § 5914(b).
 
 
7. Check, and if appropriate, complete one of the following:

o
The amendment adopted by the corporation, set forth in full, is as follows
 
 
x
The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.
 
8. Check if the amendment restates the Articles:
 
o
The restated Articles of Incorporation supersede the original articles and all amendments thereto.
 

 
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this
   
 
   
 
16TH 
  day of
  JULY
  
 
2007
      
         
         
 
USA TECHNOLOGIES, INC.
 
Name of Corporation
         
         
 
/s/ George R. Jensen, Jr.
 
Signature
         
         
 
CHIEF EXECUTIVE OFFICER
 
Title

 
 
 

Exhibit A

TO THE
ARTICLES OF AMENDMENT
OF
USA TECHNOLOGIES, INC.


The following new Paragraph (E) shall be added to Article 4 Capital Stock of the Articles of Incorporation of the corporation:
 
(E) Uncertificated Shares. Any or all classes and series of shares of the corporation, or any part thereof, may be represented by uncertificated shares, except that the foregoing shall not apply to shares represented by a certificate until the certificate is surrendered to the corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing the information required by applicable law to be set forth or stated on certificates. Except as otherwise expressly provided by law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.
 
 
ex3_5.htm
Exhibit 3.5
 
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
Articles of Amendment-Domestic Corporation
(15Pa.CS.)
 
x Business Corporation (§1915)
¨ Nonprofit Corporation (§ 5915)
 
 
Name
Document will be returned to the name and address you enter to the left.
ï 
SHAILA PRABHAKAR, ESQUIRE
Address
2005 MARKET ST. SUITE 3320
City                               State             Zip Code
PHILADELPHIA               PA                 19103
 
Fee: $70
 
In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that;
 
1. The name of the corporation is:.
USA TECHNOLOGIES, INC
 
2. The (a) address of this corporation's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
(a)  Number and Street                              City                  State                       Zip                  County
100 DEERFIELD LANE, SUITE 140 MALVERN          PA                        19355              CHESTER
 
(b) Name of Commercial Registered Office Provider                                                             County
c/o
 
3. The statute by or under which it was incorporated. BUSINESS CORPORATION LAW OF 1988
 
4. The date of its incorporation:
JAN 16, 1992
 
5. Check, and if appropriate complete, one of the following:
x   The amendment shall be effective upon filing these Articles of Amendment in the Department of State.
¨   The amendment shall be effective on: ______ at ______
                                                                            Date          Hour

 
 
 

6. Check one of the following.
x  The amendment was adopted by the shareholders or members pursuant to 15 Pa.S. § 1914 (a) and (b) or § 5914(a)
¨   The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914 (c) or § 5914 (b)

7. Check, and if appropriate, complete one of the Following:
¨   The amendment adopted by the corporation, set forth in full, is as follows
 
 
x   The amendment adopted by the corporation is set Forth In full in Exhibit A attached hereto and made a part hereof.
 
8. Check if the amendment restates the Articles:
¨   The restated Articles of Incorporation supersede the original articles and all amendments thereto.

 
 
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this
 
29th          day of FEBRUARY  .
 
2008      .
 
USA TECHNOLOGIES. INC.
 
Name of Corporation
 
/s/ George R. Jensen, Jr.
 
Signature
 
CHIEF EXECUTIVE OFFICER
 
Title

 
 
 
 
Exhibit A
 
TO THE
ARTICLES OF AMENDMENT
OF
USA TECHNOLOGIES, INC.
 
The following new sentence shall be added to the end of subsection  (b)  of Section 1 Dividend Provisions of Article 4(C)  of  the Articles of  Incorporation  of  the corporation:

Notwithstanding anything set forth to the contrary in this subsection (b) , the corporation shall have the right to purchase, redeem, or otherwise acquire shares of Common Stock of the corporation from time to time regardless of whether or not all accumulations of dividends earned on the Series A Preferred Stock as of the last day of the most recently ended year shall have been paid.