Attached files
| file | filename |
|---|---|
| 8-K - USA TECHNOLOGIES 8-K 12-18-2009 - CANTALOUPE, INC. | form8k.htm |
| EX-99.1 - EXHIBIT 99.1 - CANTALOUPE, INC. | ex99_1.htm |
| EX-99.2 - EXHIBIT 99.2 - CANTALOUPE, INC. | ex99_2.htm |
Exhibit
99.3
FOR
IMMEDIATE RELEASE
USA
TECHNOLOGIES FILES COUNTERCLAIMS AGAINST
DISSIDENT
SHAREHOLDER GROUP
USAT
Says Dissidents’ Actions Violated Securities Laws and Prevented Fair Proxy
Contest
MALVERN, Pa. – December 21, 2009
–USA Technologies, Inc. (NASDAQ: USAT) (the “Company”), a leader in the
networking of wireless non-cash transactions, today announced that the Company
and its directors have filed an Answer, Affirmative Defenses, and Counterclaims
in the United States District Court for the Eastern District of Pennsylvania
against Bradley M. Tirpak and Craig W. Thomas, dissident shareholders seeking to
replace three of the Company’s directors with their own nominees. The
Counterclaims are based on the dissidents’ alleged violations of the Securities
Exchange Act of 1934 (the “Exchange Act”) in connection with their solicitation
of proxies for the Company’s Annual Meeting of Shareholders (the “Annual
Meeting”). USAT’s Answer, Affirmative Defenses, and Counterclaims as well as the
dissidents’ complaint have been filed as an exhibit to Form 8-K with the
Securities and Exchange Commission (the “SEC”).
USAT
seeks, 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 that the Annual Meeting – at which a new vote for
the director candidates would take place – be held on June 15, 2010, as
rescheduled by USAT’s Board of Directors, with a new record date.
USAT
asserts in its Counterclaims, among other things, its view that the dissidents’
actions have prevented a fair shareholder voting contest. In particular, USAT
alleges that the dissidents violated Section 14(a) of the Exchange Act by making
a solicitation for a proxy to more than ten persons without filing a proxy
statement with the SEC. The Company also details the numerous false and
misleading statements of material fact and omissions of material fact made by
the dissidents in their various written proxy solicitations in order to
prejudice USAT shareholders against the Company’s slate of proposed directors.
Furthermore, USAT asserts 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, without
filing a Schedule 13D with the SEC as required.
Shareholders
with any questions may contact MacKenzie Partners, Inc., who is assisting the
Company in connection with the Annual Meeting, toll-free at (800) 322-2885,
(212) 929-5500 or USAT@mackenziepartners.com.
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, Visa, MasterCard, Compass and others.
Forward-looking
Statements
"Safe
Harbor" statement under the Private Securities Litigation Reform Act of 1995:
All statements other than statements of historical fact included in this
release, including without limitation the financial position, business strategy
and the plans and objectives of the Company's management for future operations,
are forward-looking statements. When used in this release, words such as
"anticipate", "believe", "estimate", "expect", "intend", and similar
expressions, as they relate to the Company or its management, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of the Company's management, as well as assumptions made by and
information currently available to the Company's management. Actual results
could differ materially from those contemplated by the forward-looking
statements as a result of certain factors, including but not limited to,
business, financial market and economic conditions, including but not limited
to, the ability of the Company to retain key customers from whom a significant
portion of its revenues is derived; the ability of the Company to compete with
its competitors to obtain market share; the ability of the Company to estimate,
anticipate, or control its cash and non-cash expenses, costs, or charges; the
ability of the Company to obtain widespread and continued commercial acceptance
of it products or services; or the outcome of the election of the Company’s
directors. Readers are cautioned not to place undue reliance on these
forward-looking statements. Any forward-looking statement made by us in this
release speaks only as of the date of this release. Unless required by law, the
Company does not undertake to release publicly any revisions to these
forward-looking statements to reflect future events or circumstances or to
reflect the occurrence of unanticipated events.
Important Additional
Information *
USA
Technologies, Inc. (“USAT” or the “Company”) filed a definitive proxy statement
with the Securities and Exchange Commission (the “SEC”) on October 27, 2009 in
connection with the Annual Meeting of Shareholders originally scheduled to be
held on December 15, 2009, and mailed the definitive proxy statement and a WHITE
proxy card to shareholders, as well as a supplement to the proxy statement and
additional soliciting materials. USAT and its directors and executive officers
may be deemed to be participants in the solicitation of proxies in connection
with such meeting. The Company’s shareholders are strongly advised to read
USAT’s proxy statement as it contains important information. Shareholders may
obtain an additional copy of USAT’s definitive proxy statement and any other
documents filed by the Company with the SEC for free at the SEC’s website at
http://www.sec.gov. Copies of the definitive proxy statement are available for
free at http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=14591. In
addition, copies of the Company’s proxy materials may be requested at no charge
by contacting MacKenzie Partners, Inc. at 1-800-322-2885 or via email at
USAT@mackenziepartners.com. Detailed information regarding the names,
affiliations and interests of individuals who are participants in the
solicitation of proxies of USAT’s shareholders is available in USAT’s definitive
proxy statement filed with SEC on October 27, 2009 and in USAT’s supplement to
proxy statement filed with SEC on December 2, 2009.
* As
stated in USAT’s Form 8-K filed with the SEC on December 9, 2009, the Annual
Meeting of Shareholders has been postponed by USAT to June 15,
2010.
Contact:
USA
Technologies Contact:
George
Jensen, Chairman & CEO
Stephen
P. Herbert, President & COO
800-633-0340
gjensen@usatech.com
sherbert@usatech.com
or
Proxy
Solicitor:
MacKenzie
Partners, Inc.
Mark
Harnett / Jeanne Carr
212-929-5500
USAT@mackenziepartners.com
or
Media
Contact:
Jeremy
Jacobs / Annabelle Rinehart
Joele
Frank, Wilkinson Brimmer Katcher
212-355-4449