USA TECHNOLOGIES, INC.
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(Name of Registrant as Specified in Its Charter)
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S.A.V.E. PARTNERS IV, LLC
LOCKE PARTNERS I LLC
JOHN S. IOANNOU
AJOY H. KARNA
RODMAN K. REEF
ANDREW SALISBURY
CRAIG W. THOMAS
BRADLEY M. TIRPAK
GEORGE WALLNER
JAMES W. STUCKERT REVOCABLE TRUST U/A DTD 2/10/86 AMENDED & RESTATED 2/7/07
DIANE V. STUCKERT REVOCABLE TRUST U/A DTD 8/7/03
JAMES W. STUCKERT
DIANE V. STUCKERT
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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SAVE believes JumpStart is a Dead End in its current form. USAT’s JumpStart Program gives away ePort device hardware at no upfront cost with no long-term commitment required. When you get a new cell phone at no upfront cost, your carrier requires you to enter into a minimum usage contract. Yet the same does not hold true for USAT’s ePort device. We believe the JumpStart Program’s economics simply don’t make sense.
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USAT’s connections per customer has been declining. USAT boasts it has added customers and connections, from 1,925 and 119,000 as of June 30, 2011 to 3,000 and 155,000 currently. However, a closer look at those numbers reveals that USAT has experienced a troubling 16% drop-off in connections per customer from approximately 61.8 to 51.7. We believe giving away ePorts at no upfront cost and little return on investment in an effort to acquire new customers, while not focusing sufficient resources on increasing connections in the existing customer base, is a recipe for disaster. USAT talks about driving recurring revenues - we believe the best way to drive recurring revenues is to generate repeat business from existing customers.
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SAVE believes USAT is falling behind on vending route management. Regardless of its efforts to try to accelerate industry adoption of its devices through JumpStart, we believe USAT will quickly lose market share to its competitors if it does not adequately service its customers' needs. In fact, SAVE believes that one of the main reasons connections per customer has been decreasing is because USAT is not providing its customers with end-to-end solutions to enable them to improve sales, increase efficiencies and reduce costs. SAVE Nominee John Ioannou, the former President of Next Generation Vending, which has over 25,000 vending machines, spearheaded its efforts in applying vending route management technology to increase route efficiency and sales. We believe Mr. Ioannou represents the type of forward-thinking leadership that, in our view, is severely lacking at USAT.
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Sincerely,
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/s/ Bradley M. Tirpak
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/s/ Craig W. Thomas
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Bradley M. Tirpak
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Craig W. Thomas
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· Vote by Mail: Vote, sign and date the GOLD proxy card and return it in the envelope provided.
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SAVE’s Nominees come from top consumer, vending, payment processing and finance companies
IBM • Citigroup • Pepsi • The Boston Consulting Group • Frito-Lay • Hypercom • Credit Suisse
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SAVE NOMINEE
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RELEVANT EXPERIENCE
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BACKGROUND
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George Wallner
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Electronic Payment Hardware
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Hypercom founder; Advisor on smart phone electronic payment technology & services
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Rodman Reef
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Credit Card and Electronic Payment Processing
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Former Chairman and CEO of Citishare Corporation, Citigroup’s retail electronic payments business
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John Ioannou
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Vending Services; Route Management; Technology
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Former President of Next Generation Vending, a leader in vending services; 14 years at IBM
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Ajoy Karna
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Strategy, Finance, M&A
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Former executive for 20 years in finance, strategy and M&A for PepsiCo, Inc., Frito Lay and Quaker Oats
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Andrew Salisbury
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International Technology Sales
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Former CEO of Corsidian, a leading Latin American distributor of customer service software and solutions
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Craig Thomas
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Finance; Corporate Governance
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Co-founder of SAVE; former portfolio manager at S.A.C. Capital Advisors; experience at The Boston Consulting Group
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Bradley Tirpak
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Finance; Corporate Governance
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Co-founder of SAVE; former portfolio manager at multi-billion dollar investment firms; experience at Credit Suisse First Boston
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USAT NOMINEE
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CURRENT EMPLOYMENT
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Stephen Herbert
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USAT Chairman & CEO; promoted from COO in Nov. 2011
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Deborah Arnold
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Advisory board member of Grameen Technology Center, a microfinance foundation
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Steven Barnhart
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CFO of Bally Total Fitness, a health club operator - resigned June 2012
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Joel Brooks
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CFO of Senesco Technologies, a biotechnology company
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Albin Moschner
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No current employment listed in the Company’s proxy materials
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Frank Petito
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President of Orbitz for Business, a corporate travel company
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Jack Price
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No current employment listed in the Company’s proxy materials
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William Reilly
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Independent Consultant
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William Schoch
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President and CEO, Western Payments Alliance, a non-profit payments association
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Direct Insite had not held an annual meeting since 2006. It has now held two annual meetings in the past 13 months.
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The Company has separated the Chairman and CEO roles.
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In 2010, Direct Insite’s CEO received compensation in excess of $800,000 from a Company with approximately $9.0 million of revenues. He was replaced in May 2011 by the Company’s former President and COO, Matthew Oakes, who received less than $300,000 in compensation in 2011. Mr. Lund is the ex-father-in-law of Mr. Oakes.
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Direct Insite hired a full-time Chief Financial Officer.
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The Company hired a full-time head of sales and a new sales force.
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The Company has issued meaningful options to employees to align their interests with shareholders.
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The Company has announced six (6) new client wins and reported positive adjusted revenue growth in its most recent quarter.
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USAT contends that there was a “takeover” of Direct Insite by Bradley M. Tirpak. Mr. Tirpak neither serves on the Board nor has control of the Company. He is a co-managing member of SAVE, which beneficially owns 6.6%.
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Craig W. Thomas has been Chair of the Compensation Committee since May 2011. The Compensation Committee negotiated a new employment agreement with Mr. Oakes that pays him a lower base salary than the former CEO, provides him with a cash bonus based on growth in revenues and EBIT and does not provide him with similar perquisites furnished to the former CEO.
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Mr. Thomas was acting Chair of the Audit Committee for a mere 2 months – after the former Chair of the Audit Committee was elevated to the role of Chairman of the Board and until the annual meeting date on May 21, 2012. As of May 21, 2012, Mr. Thomas is no longer acting Chair of the Audit Committee. (USAT’s May 31, 2012 letter was issued after Mr. Thomas ceased to be acting Chair).
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Direct Insite has a market capitalization of approximately $8.1 million and, in SAVE’s view, trades at an extremely low volume due to a small public float. Following the execution of the Settlement Agreement on April 28, 2011, Direct Insite’s stock price increased over 35% from $0.96 on April 28, 2011 to $1.30 on April 29, 2011. The vast majority of the decline in the stock price referenced by USAT occurred on a single day, August 24, 2011. With a volume of only 1,000 shares traded, the stock price declined over 41% from $1.02 on August 23, 2011 to $0.60 on August 24, 2011.
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Shareholder Advocates for Value Enhancement |