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): September 3, 2004
USA TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 33-70992 23-2679963
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation or
organization)
100 Deerfield Lane, Suite 140
Malvern, Pennsylvania 19355
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: 610-989-0340
n/a
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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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 3, 2004, USA Technologies, Inc. ("USA") entered into a
Technology Licensing Agreement (the "Licensing Agreement") with Mars Electronics
International, Inc., a Delaware corporation ("MEI"). Pursuant to the Licensing
Agreement, USA granted to MEI a non-exclusive, non-transferable license to
utilize certain intellectual property of USA so that MEI payment systems
providing for credit card and other non-cash forms of payment could connect to
USALive(R). USALive(R) is USA's network for services and credit card transaction
capability. The MEI payment systems utilizing the licensed intellectual property
of USA would be offered by MEI to its customers in connection with vending
machines and other automated retailing and merchandising applications, as well
as in the transportation, amusement, music, gaming and telecommunications
industries. Each MEI customer who purchases an MEI payment system utilizing the
licensed intellectual property would enter into an agreement with USA to connect
the MEI payment system to USALive(R). For each MEI payment system that is
connected to USALive(R), MEI would pay a one-time royalty to USA, and while each
MEI customer is connected to USALive(R), USA would pay to MEI a fixed monthly
amount. The Licensing Agreement provides for a term of 5 years.
The joint press release of USA and MEI announcing the Licensing
Agreement is attached as Exhibit 99.1.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) None.
(b) None.
(c) Exhibits.
99.1 Press release dated September 8, 2004
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
Dated: September 13, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated September 8, 2004