Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - CANTALOUPE, INC. | ex99_1.htm |
| EX-99.3 - EXHIBIT 99.3 - CANTALOUPE, INC. | ex99_3.htm |
| EX-99.2 - EXHIBIT 99.2 - CANTALOUPE, INC. | ex99_2.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): December 18, 2009
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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o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events
On
December 18, 2009, USA Technologies, Inc. (the “Company”) and its directors
filed in the United States District Court for the Eastern District of
Pennsylvania an Answer, Affirmative Defenses, and Counterclaims in the action
entitled Bradley M.
Tirpak and Craig W. Thomas d/b/a Shareholder Advocates For Value Enhancement vs.
USA Technologies, Inc., et al., Civil Action No. 09-5920 (the
“Counterclaim”).
In the
Counterclaim, the Company alleges that Bradley M. Tirpak and Craig W. Thomas,
the members of Shareholder Advocates for Value Enhancement (the “Dissidents”),
have committed numerous violations of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) in connection with their solicitation of proxies
for the Annual Meeting of Shareholders of the Company (“Annual Meeting”), which
was originally scheduled for December 15, 2009 and which was postponed by the
Company to June 15, 2010. In the Counterclaim, the Company alleges that the
actions of the Dissidents have prevented a fair shareholder vote and requests
that any votes obtained by the Dissidents be declared null and void by the
Court.
In Count
I of the Counterclaim, the Company alleges that the Dissidents made a
solicitation for a proxy to more than ten persons without having filed a proxy
statement with the Securities and Exchange Commission (the “SEC”), in violation
of Section 14(a) of the Exchange Act and the Rules promulgated
thereunder.
In Count
II of the Counterclaim, the Company alleges that the Dissidents made numerous
false and/or misleading statements of material fact, and/or omissions of
material fact, in their various written proxy solicitations, including their
proxy statement, press releases, and in the written presentation that was
utilized by the Dissidents but that was never filed with the SEC. The
Counterclaim alleges that the foregoing was in violation of Section 14(a) of the
Exchange Act and Rule 14a-9 promulgated thereunder.
In Count
III of the Counterclaim, the Company alleges that the Dissidents violated
Section 13(d) of the Exchange Act because, in connection with the proposed vote
for their director candidates, the Dissidents formed a “group” with other large
shareholders that, collectively, held more than five percent of the Company’s
shares, but the Dissidents did not file a Schedule 13D with the SEC as required.
Specifically, the Company alleges that the Dissidents formed such a “group” with
other large shareholders of the Company.
The
Company’s Counterclaims seek, among other things, a declaration by the Court
that any and all votes that the Dissidents have obtained on the basis of their
proxy solicitations be declared null and void, and directing that the Annual
Meeting, at which a new vote for the director candidates would take place, be
held on June 15, 2010, as scheduled by the Board of Directors, with a new record
date consistent with such meeting date.
The
exhibits to the Amended Complaint and the Answer, Affirmative Defenses, and
Counterclaims are not being filed herewith but will be provided upon
request.
In a
press release dated December 21, 2009, the Company announced the filing of its
Answer, Affirmative Defenses, and Counterclaims. The press release
is attached hereto as Exhibit 99.3 and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits
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Exhibit
99.1
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Amended
Complaint
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Exhibit
99.2
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Answer
and Affirmative Defenses of Defendants to Plaintiffs’ Amended Complaint,
and Counterclaims of Defendant USA Technologies,
Inc.
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Exhibit
99.3
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Press
release dated December 21, 2009
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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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Dated:
December 21, 2009
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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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Index to
Exhibits
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Exhibit
No.
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Description of
Exhibit
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Amended
Complaint
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Answer
and Affirmative Defenses of Defendants to Plaintiffs’ Amended Complaint,
and Counterclaims of Defendant USA Technologies,
Inc.
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Press
release dated December 21, 2009
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