PROSPECTUS SUPPLEMENT No. 1
Filed pursuant to Rule 424(b)(3)
(to prospectus dated May 13, 2005)
Registration Number 333-124078
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USA TECHNOLOGIES, INC.
84,716,668 SHARES OF COMMON STOCK
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This prospectus supplement supplements our prospectus dated May 13,
2005 relating to the sale by the selling shareholders of up to 84,716,668 common
shares. You should read this supplement in conjunction with the prospectus. This
supplement is qualified by reference to the prospectus, except to the extent the
information in this supplement supersedes the information contained in the
prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
SELLING SHAREHOLDERS
The table entitled "2005-C SENIOR NOTE OFFERING" appearing under the
"SELLING SHAREHOLDERS" section of the Prospectus is deleted and shall be
replaced in its entirety by the new table below. The new table reflects the
addition of Ron Jensen and Burt Jensen and the removal of Pat Smith. Subsequent
to the date of the Prospectus, Pat Smith assigned her $350,000 principal amount
2005-C 10% Convertible Senior Note as follows: Ron Jensen - $250,000; and Burt
Jensen - $100,000.
2005-C SENIOR NOTE OFFERING
Beneficial Ownership
Shares Beneficially Common Stock after Offering
Selling Shareholder Owned Prior to Offering Offered Hereby Number Percent
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BONNIE LEE BURNETT 100,000 100,000
MARC COHEN 991,400 150,000
BENTLEY T ELLIOTT 1,230,000 1,000,000
RACHEL GLICKSMAN(1) 480,000 288,000
ADELE H HEPBURN(2) 7,517,956 1,000,000 6,517,956 1.35%
STEVE ILLES(3) 48,500,000 7,500,000 41,000,000 9.4%
GARY S. NASH(1) 20,000 12,000
PETER RUBEN 1,342,500 500,000
RICHARD SCHONWALD 3,804,250 500,000
BURT JENSEN 750,000 1,000,000
RON JENSEN 750,000 2,500,000
DANIEL E SPEALMAN 2,570,500 980,000
DANIEL E SPEALMAN IRA 3,964,065 2,020,000
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Total 17,550,000(4)
(1) Rachel Glicksman and Gary S. Nash are principals in the firm of CEOCAST,
Inc., which is our public relations consultant.
(2) Ms. Hepburn is an employee of the Company.
(3) Mr. Illes entered into a Common Stock Purchase Agreement with us in April
2005 and had entered into a Common Stock Purchase Agreement with us in August
2004 which has been superceded by the April 2005 agreement.
(4) During February and March 2005, the Company sold to the above selling
shareholders $1,755,000 principal amount of Senior Notes due April 30, 2005.
These notes earned interest at 10% per annum and were not convertible into
shares. During March 2005, each of the above selling shareholders agreed to
exchange such selling shareholder's note for a like principal amount of 2005-C
Senior Notes bearing interest at 10% per annum. The 2005-C Senior Notes are
convertible at the rate of $.10 per share and mature December 31, 2010. We have
agreed to register the shares underlying the 2005-C Senior Notes under the Act
for resale through April 30, 2006, and these shares are reflected in the above
table. As of the date of this prospectus, $150,000 of the notes have been
converted into 1,500,000 shares of common stock.
The date of this prospectus supplement No. 1 is June 13, 2005.