<PAGE>
As filed with the Securities and Exchange Commission on April 18, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
-------------------------------------
USA TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 7359 23-2679963
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
200 Plant Avenue
Wayne, Pennsylvania 19087
(Address of principal executive offices and zip code)
- --------------------------------------------------------------------------------
USA TECHNOLOGIES, INC. 2000-A STOCK COMPENSATION PLAN
(full title of the plan)
- --------------------------------------------------------------------------------
George R. Jensen, Jr.
Chief Executive Officer
USA Technologies, Inc.
200 Plant Avenue
Wayne, Pennsylvania 19087
(610) 989-0340
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Douglas M. Lurio, Esquire
Lurio & Associates, P.C.
One Commerce Square
2005 Market Street, Suite 2340
Philadelphia, PA 19103
(215) 665-9300
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Offered Registered Per share (1) Offering Price (1) Fee(1)
------- ---------- ------------- ------------------ --------
Common Stock 25,000 $2.25 $56,250 $15.41
(1) Estimated solely for purposes of calculating the registration fee. Pursuant
to Rule 457(h), the offering price is based upon the average of the bid and
asked price for the Common Stock on the OTC Electronic Bulletin Board on
April 14, 2000. The registration fee represents .000274 of the proposed
maximum aggregate offering price.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed in (a) through (e) below are incorporated by
reference in the Registration Statement and made a part hereof. All documents
subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
(a) The Registrant's annual report on Form 10-KSB for the fiscal year
ended June 30, 1999;
(b) The Registrant's current report on Form 8-K filed on November 2,
1999;
(c) The Registrant's current report on Form 8-K filed on December 2,
1999;
(d) The Registrant's Form 10-QSB Quarterly Report for the quarterly
period ended September 30, 1999; and
(e) The Registrant's Form 10-QSB Quarterly Report for the quarterly
period ended December 31, 1999.
Recent Developments
During the third quarter of fiscal year 2000, the Company continued to
incur operating losses. The Company anticipates incurring operating losses
through at least the end of fiscal year 2000.
Item 4. Description of Securities
The Company is proceeding with the registration of 25,000 shares of
Common Stock which may be issued to current and future employees, consultants,
and directors of the Company as an employment incentive pursuant to the
Company's 2000-A Stock Compensation Plan. The Stock Compensation Plan was
approved by the Board of Directors of the Company in April, 2000.
The Company is authorized to issue up to 62,000,000 shares of Common
Stock, no par value ("Common Stock"), and 1,800,000 shares of undesignated
Preferred Stock, 1,200,000 of which has been designated Series A Convertible
Preferred Stock, no par value ("Series A Preferred Stock") and 350,000 shares of
which has been designated Series B Equity Participating Preferred Stock, no par
value ("Series B Preferred Stock").
As of December 31, 1999, there were 11,146,744 shares of Common Stock
issued and outstanding.
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The foregoing amount does not reflect shares of Common Stock issuable
by the Company upon the conversion of the Series A Preferred Stock or any
accrued and unpaid dividends thereon. As of December 31, 1999, 623,377 shares of
Series A Preferred Stock were issued and outstanding and are convertible into
623,377 shares of Common Stock. As of December 31, 1999, there were $3,692,784
of accrued and unpaid dividends on the Series A Preferred Stock which are
convertible into 369,278 shares of Common Stock. As of December 31, 1999, a
total of 487,773 shares of Series A Preferred Stock have been converted into
564,236 shares of Common Stock and accrued and unpaid dividends thereon have
been converted into 218,491 shares of Common Stock. As of December 31, 1999
there were no shares of Series B Preferred Stock issued and outstanding.
The foregoing amount also does not include the Common Stock issuable
upon the exercise of the remaining 67,300 1995 Warrants, 86,800 1996 Warrants,
4,000 1996-B Warrants, 1,500 1997 Warrants, 4,000 1998-A Warrants, 5,000 1998-B
Warrants, 157,900 1999-A Warrants, 3,560,000 1999-B Warrants, or the 100,000
Warrants held by affiliates and/or consultants to GEM Advisors, Inc., issued and
outstanding as of December 31, 1999. From January 1, 2000 through March 31,
2000, 150,900 shares of Common Stock were issued upon the exercise of 1999-A
Warrants at $.50 per share and 117,750 shares of Common Stock were issued upon
the exercise of 1999-B Warrants at $2.00 per share.
The foregoing does not include 1,867,200 shares of Common Stock
issuable upon conversion of the $4,668,000 principal amount of the Senior Notes
or 150,000 shares of Common Stock issuable upon the exercise of warrants issued
to a consultant which were outstanding on December 31, 1999. From January 1,
2000 through March 31, 2000, $525,000 principal amount of the Senior Notes have
been converted at the rate of $2.50 per share into 210,000 shares of Common
Stock and 34,000 shares of Common Stock were issued upon exercise of the
warrants at $2.50 per share.
The foregoing amount also does not include the Common Stock issuable
upon the exercise of the outstanding stock options or purchase rights to acquire
Common Stock. As of December 31, 1999, there was a total of 11,740 Common Stock
Purchase Rights outstanding at a price of $10.00 per share. As of December 31,
1999, there was a total of 1,001,267 options outstanding to purchase Common
Stock at exercise prices ranging from $.50 to $5.00 per share, of which 821,267
were vested. Many of the options and purchase rights granted were issued at or
above fair market value on the date of grant, and those that were issued below
fair market value have resulted in an appropriate charge against earnings during
the period the options were issued. From January 1, 2000 through March 31, 2000,
10,000 shares of Common Stock have been issued upon the exercise of stock
options at $1.50 per share and 6,500 shares of Common Stock have been issued
upon the exercise of stock options at $2.50 per share.
The foregoing also does not include the following which occurred from
January 1, 2000 through April 14, 2000: 1,300,000 shares of Common Stock were
sold by the Company at $2.00 per share pursuant to a private placement offering;
195,000 shares of Common Stock were issued to consultants; 1,260 shares of
Common Stock were issued to an employee of the Company for services rendered to
the Company; and 87,500 shares of Common Stock were issued to five key employees
of the Company as a bonus for services rendered and to be rendered to the
Company during calendar year 2000.
The holder of each share of Common Stock is entitled to one vote on all
matters submitted to a vote of the shareholders of the Company, including the
election of directors. There is no cumulative voting for directors.
The holders of Common Stock are entitled to receive such dividends as
the Board of Directors may from time to time declare out of funds legally
available for payment of dividends. No dividends may be paid on the Common Stock
until all accumulated and unpaid cumulative dividends on the Series A Preferred
Stock have been paid. Upon any liquidation, dissolution or winding up of the
Company, holders of shares of Common Stock are entitled to receive pro rata all
assets of the Company available for distribution, subject to the liquidation
preference of the Series A Preferred Stock of $10.00 per share and any unpaid
and accumulated dividends on the Series A Preferred Stock. Shareholders of the
Company do not have any preemptive rights to subscribe for or purchase shares,
obligations, warrants, or other securities of the Company.
II-2
<PAGE>
Item 5. Interests of Named Experts and Counsel
Douglas M. Lurio, Esquire, President of Lurio & Associates, P.C,
general counsel to the Company, serves as a Director of the Company. Mr. Lurio
is the beneficial owner of 63,213 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Section 1746 of the Pennsylvania Business Corporation Law of 1988, as
amended ("BCL"), authorizes a Pennsylvania corporation to indemnify its
officers, directors, employees and agents under certain circumstances against
expenses and liabilities incurred in legal proceedings involving such persons
because of their holding or having held such positions with the Company and to
purchase and maintain insurance of such indemnification. The Company's By-laws
substantively provide that the Company will indemnify its officers, directors,
employees and agents to the fullest extent provided by Section 1746 of the BCL.
Section 1713 of the BCL permits a Pennsylvania corporation, by so
providing in its By-laws, to eliminate the personal liability of a director for
monetary damages for any action taken unless the director has breached or failed
to perform the duties of his office and the breach or failure constitutes
self-dealing, willful misconduct or recklessness. In addition, no such
limitation of liability is available with respect to the responsibility or
liability of a director pursuant to any criminal statute or for the payment of
taxes pursuant to Federal, state or local law. The Company's By-laws eliminate
the personal liability of the directors to the fullest extent permitted by
Section 1713 of the BCL. The Company maintains a director and officer liability
insurance policy covering each of the Company's directors and executive
officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following Exhibits are filed as part of this Registration
Statement:
5 Opinion of Lurio & Associates, P.C.
10 USA Technologies, Inc. 2000-A Stock Compensation Plan
23.1 Consent of Lurio & Associates, P.C. (included in the opinion filed as
Exhibit 5 hereto.)
23.2 Consent of Ernst & Young LLP, Independent Auditors.
II-3
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Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or most recent post-effective
amendment thereof) which, individually in the aggregate, represent a fundamental
change in the information in the registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Except that, subparagraph (i) and (ii) of this paragraph do not apply
provided that the information required in a post-effective amendment is
incorporated by reference from periodic reports filed by the issuer under the
Securities Exchange Act of 1934.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration statement relating to the securities offered herein, and shall
treat the offering of such securities at that time as the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of
II-4
<PAGE>
the Securities Exchange Act 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Wayne, Pennsylvania, on April 18, 2000.
USA TECHNOLOGIES, INC.
By: /s/ George R. Jensen, Jr.
-------------------------------------
George R. Jensen, Jr.,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ George R. Jensen, Jr. Chairman of the Board April 18, 2000
- --------------------------- and Chief Executive Officer,
George R. Jensen, Jr. (Principal Executive Officer)
/s/ Stephen P. Herbert President, Chief Operating April 18, 2000
- --------------------------- Officer, Director
Stephen P. Herbert
/s/ Leland P. Maxwell Senior Vice President, Chief April 18, 2000
- --------------------------- Financial Officer, Treasurer
Leland P. Maxwell (Principal Accounting Officer)
/s/ William W. Sellers
- --------------------------- Director April 18, 2000
William W. Sellers
/s/ Peter G. Kapourelos Director April 18, 2000
- ---------------------------
Peter G. Kapourelos
Director April __, 2000
- ---------------------------
Henry B. duPont Smith
Director April __, 2000
- ---------------------------
William L. Van Alen, Jr.
Director April __, 2000
- ---------------------------
Steven Katz
/s/ Douglas M. Lurio Director April 18, 2000
- ---------------------------
Douglas M. Lurio
Director April __, 2000
- ---------------------------
Edwin R. Boynton
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
5 Opinion of Lurio & Associates, P,C.
10 USA Technologies, Inc. 2000-A Stock Compensation Plan
23.1 Consent of Lurio & Associates, P,C. (included in the opinion
filed as Exhibit 5 hereto)
23.2 Consent of Independent Auditors
</TABLE>
<PAGE>
Exhibit 5
April 18, 2000
USA Technologies, Inc.
200 Plant Avenue
Wayne, PA 19087
Attn: Mr. George R. Jensen, Jr., Chief Executive Officer
Re: USA Technologies, Inc. -
Registration Statement on Form S-8
----------------------------------
Dear Mr. Jensen:
We have acted as counsel to USA Technologies, Inc., a
Pennsylvania corporation (the "Company"), in connection with a Registration
Statement on Form S-8, filed with the Securities and Exchange Commission on the
date hereof (the "Registration Statement"). The Registration Statement covers
25,000 shares of Common Stock of the Company which may be issued to current
and future employees, consultants, and directors of the Company as an employment
incentive pursuant to the Company's 2000-A Stock Compensation Plan (the "Stock
Plan").
In rendering this opinion, we have examined (i) the Articles
of Incorporation, as amended, and By-laws of the Company; (ii) the resolutions
of the Board of Directors evidencing the corporate proceedings taken by the
Company to authorize the issuance of the Common Stock pursuant to the
Registration Statement; (iii) the Registration Statement (including all exhibits
thereto); (iv) the Stock Plan; and (v) such other documents as we have deemed
appropriate or necessary as a basis for the opinion hereinafter expressed.
In rendering the opinion expressed below, we assumed the
authenticity of all documents and records examined, the conformity with the
original documents of all documents submitted to us as copies and the
genuineness of all signatures.
Based upon and subject to the foregoing, and such legal
considerations as we deem relevant, we are of the opinion that, when sold as
contemplated by the Registration Statement and the
<PAGE>
USA Technologies, Inc.
April 18, 2000
Page 2
Stock Plan, and subject to compliance with applicable state securities laws, the
Common Stock will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Sincerely,
LURIO & ASSOCIATES, P.C.
/s/ Lurio & Associates, P.C.
<PAGE>
USA TECHNOLOGIES, INC.
2000-A STOCK COMPENSATION PLAN
1. Purpose. The purpose of the USA Technologies, Inc. 2000-A Stock
Compensation Plan is to provide an incentive to Employees, Consultants and
Directors of the Company who are in a position to contribute materially to the
long-term success of the Company, to increase their interest in the Company's
welfare, and to aid in gaining the services of Employees, Consultants and
Directors of outstanding ability who will contribute to the Company's success.
2. Definitions.
2.1 "Award" means an award of Stock under the Plan.
2.2 "Board" means the Board of Directors of USA Technologies, Inc.
2.3 "Committee" means the committee designated by the Board to
administer the Plan under Section 4.
2.4 "Common Stock" means USA common stock, no par value per share,
or such other class or kind of shares of capital stock or other securities as
may result from the application of Section 7 hereof.
2.5 "Company" means USA and any successor thereof.
2.6 "Consultant" means a consultant retained to provide bona fide
services to, and who is not an employee of USA.
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2.7 "Director" means each director of USA who is not an employee of
USA.
2.8 "Employee" means an officer or employee of the Company including
a director who is such an employee.
2.9 "Fair Market Value" means, on any given date, the mean between
the high and low prices of actual sales of Common Stock on the principal
national securities exchange on which the Common Stock is listed on such date,
or, if the Common Stock was not so listed, the fair market value of the stock as
determined by the Committee on the basis of a review of the facts and
circumstances presented to and reviewed by the Committee.
2.10 "Holder" means an Employee, Director or Consultant to whom an
Award is made.
2.11 "USA" means USA Technologies, Inc., a Pennsylvania corporation
and any successor thereto.
2.12 "1933 Act" means the Securities Act of 1933, as amended.
2.13 "Plan" means the USA 2000-A Stock Compensation Plan herein set
forth, as amended from time to time.
2.14 "Stock" means Common Stock awarded by the Committee under
Section 6 of the Plan.
2.15 "SEC" means the United States Securities and Exchange
Commission.
2
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3. Eligibility. Any Employee, Director or Consultant is eligible to
receive an Award.
4. Administration of Plan.
4.1 The Plan shall be administered and interpreted by the Committee,
which shall have full authority to act in selecting Employees, Directors and
Consultants to whom Awards will be made, in determining the type and amount of
Awards to be granted to each such Holder, the terms and conditions of Awards and
the terms of agreements which will be entered into with Holders in connection
with Awards. The Committee shall be appointed by the Board and shall have at
least one member.
4.2 The Committee's powers shall include, but not be limited to, the
power to determine whether, to what extent and under what extent and under what
circumstances an Award is made.
4.3 The Committee shall have the power to adopt regulations for
carrying out the Plan and to make such changes in such regulations as it shall
from time to time deem advisable. The Committee shall have the power
unilaterally and without approval of a Holder to amend any existing Award in
order to carry out the purposes of the Plan so long as such amendment does not
deprive the Holder of any benefit granted by the Award and so long as the
amended Award comports with the terms of the Plan. Amendments adverse to the
interests of the Holder must be approved by the
3
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Holder. Any interpretation by the Committee of the terms and provisions of the
Plan and the administration thereof, and all action taken by the Committee,
shall be final and binding on Plan participants.
5. Shares of Stock Subject to the Plan.
5.1 Subject to adjustment as provided in Section 7, the total number
of shares of Common Stock available for Awards under the Plan shall be 25,000
shares.
5.2 Any shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares or treasury shares. If any shares subject to any
Award granted hereunder are forfeited or such Award otherwise terminates without
the issuance of such shares, the shares subject to such Award, to the extent of
any such forfeiture or termination, shall again be available for Awards under
the Plan.
6. Stock.
An Award of Stock is a grant by the Company of a specified number of
shares of Common Stock to the Holder, which shares are subject to forfeiture
upon the happening of specified events. Such an Award shall be subject to the
following terms and conditions:
6.1 Stock may be evidenced by Stock agreements. Such agreements
shall conform to the requirements of the Plan and may contain such other
provisions as the Committee shall deem advisable.
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6.2 Upon determination of the number of shares of Stock to be
granted to the Holder, the Committee shall direct that a certificate or
certificates representing the number of shares of Common Stock be issued to the
Holder with the Holder designated as the registered owner.
6.3 The Committee may condition the grant of an Award of Stock upon
the Holder's achievement of one or more performance goal(s) specified in the
Stock agreement. If the Holder fails to achieve the specified performance
goal(s), the Committee shall not grant the Stock to the Holder, or the Holder
shall forfeit the Award of Stock and the Common Stock shall be forfeited to the
Company.
6.4 The Stock agreement if any, shall specify the performance,
employment or other conditions (including termination of employment on account
of death, disability, retirement or other cause) under which the Stock may be
forfeited to the Company.
7. Adjustments Upon Changes in Capitalization. In the event of a
reorganization, recapitalization, stock split, spin-off, split-off, split-up,
stock dividend, issuance of stock rights,
5
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combination of shares, merger, consolidation or any other change in the
corporate structure of USA affecting Common Stock, or any distribution to
stockholders other than a cash dividend, the Board shall make appropriate
adjustment in the number and kind of shares authorized by the Plan as it
determines appropriate. No fractional shares of stock shall be issued pursuant
to such an adjustment, but an amount equivalent to the portion of Fair Market
Value attributable to any such fractional shares shall, where appropriate, be
paid in cash to the Holder.
8. Termination and Amendment. The Plan shall remain in full force and
effect until terminated by the Board. The Board shall have the power to amend,
suspend or terminate the Plan at any time.
9. Form S-8. Promptly upon the approval of this Plan by the Board of
Directors of USA, the Company shall, at its cost and expense, register all of
the Stock under the 1933 Act pursuant to a Form S-8. Notwithstanding anything
else set forth herein, an Award shall not be made to any Director, Consultant or
Employee unless such person is eligible to receive Stock which has been
registered under a Form S-8. In this regard, any Stock issuable pursuant to the
Plan to a Consultant or Director shall be issued only to an individual who
provides bona fide services to USA which are not in connection with the offer or
sale of securities in a capital-raising transaction and/or do not directly or
indirectly
6
<PAGE>
promote or maintain a market for USA's securities. In connection with the
issuance of any Stock pursuant to the Plan, USA shall, at its expense, use its
best efforts to have any such Stock exempted from the registration requirements
under applicable state securities laws.
10. General Provisions.
10.1 The Plan shall become effective upon its approval by the
Board.
10.2 Nothing contained in the Plan, or an Award granted pursuant to
the Plan, shall confer upon an Employee any right with respect to continuance of
employment by the Company or upon any Director or Consultant any right with
respect to continuance of Board service or the consulting arrangement (as the
case may be), nor interfere in any way with the right of the Company to
terminate such relationships at any time.
10.3 Holders shall be responsible to make appropriate provision for
all taxes required to be withheld in connection with any Award. Such
responsibility shall extend to all applicable federal, state, local or foreign
withholding taxes. In the case of exercise of Awards, USA shall at the election
of the Holder, have the right to retain the number of shares of Common Stock
whose aggregate Fair Market Value equals the amount to be withheld in
satisfaction of the applicable withholding taxes. Agreements
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evidencing such Awards shall contain appropriate provisions to effect
withholding in this manner.
10.4 To the extent that federal laws do not otherwise control, the
Plan and all determinations made and actions taken pursuant hereto shall be
governed by the law of the Commonwealth of Pennsylvania and construed
accordingly.
8
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the registration of 25,000 shares of Common
Stock of USA Technologies, Inc. of our report dated September 14, 1999, with
respect to the consolidated financial statements of USA Technologies, Inc.
included in its Annual Report (Form 10-KSB) for the year ended June 30, 1999,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
April 18, 2000
