UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒
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Preliminary Proxy Statement | |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
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Definitive Proxy Statement | |
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Definitive Additional Materials | |
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Soliciting material Pursuant to §240.14a-12 | |
USA Technologies, Inc.
(Name of Registrant as Specified In Its Charter)
Hudson Executive Capital LP
HEC Management GP LLC
HEC Master Fund LP
HEC SPV IV LP
Lisa P. Baird
Douglas G. Bergeron
Douglas L. Braunstein
Jacob Lamm
Michael K. Passilla
Ellen Richey
Anne M. Smalling
Shannon S. Warren
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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This filing contains a press release issued by Hudson Executive Capital LP, dated March 24, 2020.
HUDSON EXECUTIVE CAPITAL RESPONDS TO USA TECHNOLOGIES’
HIGHLY MISLEADING PROXY MATERIALS
NEW YORK—MARCH 24, 2020—Hudson Executive Capital LP (“Hudson Executive”), a New York-based investment firm and the largest shareholder of USA Technologies, Inc. (“USAT” or the “Company”) (OTC:USAT) with beneficial ownership of approximately 16.2% of USAT’s common stock, today issued the following statement in response to USAT’s proxy materials filed on March 24, 2020.
Douglas Braunstein, Founder and Managing Partner of Hudson Executive said: “Throughout this process, USAT has repeatedly engaged in what we believe to be misleading tactics intended to disenfranchise shareholders and entrench management and the Board of Directors.”
“USAT’s proxy filed today includes material misrepresentations and does not reflect the facts. In reality and consistent with our approach of working in shareholders’ best interests, we proactively reached out to the new Chairman and CEO two weeks ago to engage in good faith settlement discussions that were intended to promptly reach a resolution and expedite the changes needed to turn USAT into a world-class company. However, USAT responded by abruptly cutting off discussions and instead issued a highly misleading press release.”
“We are and have always been willing to consider a settlement that places the Company in a position to succeed but are unwilling to agree to terms that allow USAT to maintain the status quo. USAT continues to demand that a majority of current directors participate in the new Board with leadership roles in key committees and maintain existing management and recently adopted management compensation arrangements. These are the very same individuals who have been responsible for overseeing USAT’s Nasdaq delisting, unfathomable accounting gaffes, detrimental financing agreements, ill-advised capital allocation decisions and a stock price that has declined 44% since October 17, 2019, when Don Layden was named Interim CEO. The incumbent directors’ support for these individuals speaks to their constant failure to hold executives responsible and accountable. We are further troubled by the fact that management has entered into a new transaction processing agreement with long-run consequences one month prior to the shareholder vote.”
“What is undeniable is that USAT shareholders are frustrated at the steady decline of the value of their investment. Now more than ever the Company needs independent and experienced Board leadership that can put the Company on the right path. It’s time to end the pattern of improper oversight and mismanagement within USAT. We encourage all shareholders to vote the GOLD proxy card today.”
Cadwalader, Wickersham & Taft LLP and Pepper Hamilton LLP are serving as legal advisors to Hudson Executive.
About Hudson Executive Capital LP
Hudson Executive Capital LP (“Hudson Executive”), based in New York City, is a SEC-registered investment advisor to certain affiliated investment funds.
Contacts
Press Contact
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
212.257.4170
Investor Contact
Scott Winter/Gabrielle Wolf
Innisfree M&A Incorporated
212.750.5833