SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of report (Date of earliest, event reported): February 14, 2003
USA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 33-70992 23-2679963
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
200 Plant Avenue
Wayne, Pennsylvania 19087
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: 610-989-0340
Item 5. Other Events and Regulation FD Disclosure.
USA Technologies, Inc. announced at the February 14, 2003 Annual
Shareholders' Meeting that Jubilee Investment Trust, PLC ("Jubilee"), a United
Kingdom investment trust whose shares trade on the London Stock Exchange, has
agreed to make an equity investment in USA Technologies at U.S.$0.20 per share.
Jubilee is a newly established investment trust set up to invest in securities
traded on a range of public markets, primarily in the United Kingdom. USA
Technologies will issue to Jubilee 15,000,000 shares of Common Stock of USA
Technologies at a price per share of U.S.$0.20 with an aggregate value of
U.S.$3,000,000. In full payment for the shares of USA Technologies, Jubilee will
issue to USA Technologies a U.S.$3,000,000 equivalent of their shares (1,870,091
shares of Jubilee at a price per share valued at One British Pound which was the
initial public offering price per share for the Jubilee shares). The exchange
rate used by the parties for the transaction was One British Pound equals
U.S.$1.6042.
The shares to be issued to Jubilee by USA Technologies will not be
registered under the Securities Act of 1933, as amended. The Jubilee shares to
be issued to USA Technologies are admitted to listing on the London Stock
Exchange under the symbol JIT. USA Technologies has agreed not to sell the
Jubilee shares for a period of 90 days from January 24, 2003, and to sell a
maximum of 10% of the Jubilee shares during each month thereafter. Jubilee has
agreed not to sell USA Technologies' shares for a period of two (2) years from
the date of issuance unless USA Technologies agrees otherwise. USA Technologies
has agreed to use its best efforts to file an appropriate Registration Statement
with the Securities and Exchange Commission no later than June 30, 2003
registering all of the shares to be issued to Jubilee for resale under the Act
and to use its best efforts to keep such registration statement effective for a
period of three years. As of December 31, 2002, the number of issued and
outstanding shares of Common Stock of USA Technologies was 82,097,004.
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.
USA TECHNOLOGIES, INC.
By: /s/ George R. Jensen, Jr.
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George R. Jensen, Jr.
Chief Executive Officer
February 14, 2003