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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of report (Date of earliest event reported): June 19, 2000
USA TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 33-70992 23-269963
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
200 Plant Avenue
Wayne, Pennsylvania 19087
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 989-0340
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Item 5. Other Events.
On June 28, 2000 the Company and Xerox Corporation entered
into a Strategic Alliance Teaming Agreement pursuant to which Xerox would act as
a non-exclusive reseller and distribution entity for the Company's TransAct(TM)
terminals in the United States. Under the Agreement, Xerox would be able to
specify TransAct(TM) as another value added facet of its managed business center
solution, and in addition, would be able to sell TransAct(TM) units through its
manufacturer representative sales team and through its dealer network. The
Company's TransActTM terminal is a device which permits unattended credit card
activation of various types of office equipment components. The agreement is a
non-exclusive arrangement for both parties and is terminable by either party
upon sixty days prior notice.
The Company has received and accepted subscription agreements
from five investors to purchase an aggregate of 2,200,000 shares of restricted
Common Stock. The purchase price for the stock is $1.50 per share or an
aggregate of $3,300,000. Pursuant to the agreements, full payment for the shares
by the investors is to be made to the Company on or before August 31, 2000. The
Company has agreed to promptly file an appropriate Registration Statement with
the Securities and Exchange
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Commission registering the shares of Common Stock for resale by the holder
thereof under the Securities Act of 1933, as amended (the "Act"), and to use its
best efforts to have the registration statement declared effective under the
Act. The shares of Common Stock were offered and sold by the Company pursuant to
the exemptions from registration set forth in Regulation D and Regulation S
promulgated under the Act. All of the investors in the Common Stock qualify as
accredited investors as such term is defined in Rule 501 promulgated under the
Act.
Item 7. Exhibits.
(c) The following Exhibits are filed as part of this Form
8-K:
Exhibit No. Description
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10.1 Subscription Agreement between the Company
and Venture Capital USA.
10.2 Subscription Agreement between the Company
and Angles Limited.
10.3 Subscription Agreement between the Company
and Clipper Holdings Limited.
10.4 Subscription Agreement between the Company
and DF Investment.
10.5 Subscription Agreement between the Company
and Metropolitan Partners Ltd.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934,
the registrant 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
June 28, 2000
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