<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended June 30, 2000 Commission file number: 33-70882
OR
[ ] Transition report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period from ______ to ______
USA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2679963
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Plant Avenue, Wayne, PA. 19087
(Address of principal executive offices) (Zip Code)
(610)-989-0340
(Registrant's telephone number, including area code)
NONE
(Securities registered under Section 12(b) of the Exchange Act)
NONE
(Securities registered pursuant to Section 12(g) of the Exchange Act)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to for such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendments to
this Form 10-KSB. [X]
Transitional Small Business Disclosure Format Yes ___ No _X_
Registrant's total revenues for its most recent fiscal year..........$2,054,341.
As of September 21, 2000, there were outstanding 15,266,199 shares of Common
Stock, no par value, and 562,444 shares of Series A Convertible Preferred Stock,
no par value.
The Company's voting securities are traded on the Over the Counter (OTC)
Electronic Bulletin Board. The aggregate market value of the company's voting
securities held by non-affiliates of the registrant was $19,937,668 on September
21, 2000 based upon the average bid and asked price of the registrant's Common
Stock and Preferred Stock on that date.
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Part III
Item 10. Executive Compensation
The following table sets forth certain information with respect to
compensation paid or accrued by the Company during the fiscal years ended June
30, 1998, June 30, 1999 and June 30, 2000 to each of the executive officers of
the Company named below. Except as set forth below, no individual who was
serving as an executive officer of the Company at the end of the fiscal years
ended June 30, 1998, June 30, 1999 or June 30, 2000 received salary and bonus in
excess of $100,000 in any such fiscal year.
Summary Compensation Table
<TABLE>
<CAPTION>
Fiscal
Name and Principal Position Year Annual Compensation Long Term Compensation
--------------------------- ------ --------------------------------- ----------------------
Salary Bonus Other Anuual Restricted Stock
(1) Compensation Awards
------ ----- ------------- ----------------------
<S> <C> <C> <C> <C> <C>
George R. Jensen, Jr., 2000 $117,500 $50,000 -- $80,000 (2)
Chief Executive Officer 1999 $100,000 $0 -- --
1998 $100,000 $0 -- --
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Stephen P. Herbert, 2000 $107,500 $94,000 -- $80,000 (2)
President
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Leland P. Maxwell, Chief 2000 $99,000 $29,000 -- --
Financial Officer,Treasurer
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H. Brock Kolls, Senior Vice 2000 $105,000 $44,000 -- $80,000 (2)
President, Research &
Development
------------------------------------------------------------------------------------------------------
Michael K. Lawlor, Senior 2000 $83,200 $45,500 $43,000 (3) --
Vice President, Sales and
Marketing
------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents shares of Common Stock issued to the executive officers during
the fiscal year valued at $2.00 per share, the closing bid price on the
date of issuance. For Mr. Lawlor, the bonus also includes a $5,500 sales
commission.
(2) Represents shares of Common Stock to be issued to such executive officers
if employed by the Company on June 30, 2002. The shares have been valued
at $2.00 per share, the closing bid price on the date of grant.
(3) Represents cash payment by the Company of relocation expenses.
The following table sets forth information regarding stock options
granted during the fiscal year 2000 to the executive officers of the Company
named below:
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OPTION GRANTS DURING FISCAL YEAR ENDED JUNE 30, 2000
Name Number of Percent of Exercise Expiration
Securities Total Options Price Date
Underlying Granted to Per
Options Employees in Share
Granted Fiscal Year
--------------------------------------------------------------------------------
Stephen P. Herbert 45,000 37.5% $2.00 November 23, 2004
--------------------------------------------------------------------------------
Leland P. Maxwell 15,000 12.5% $2.00 November 23, 2004
--------------------------------------------------------------------------------
H. Brock Kolls 30,000 25.0% $2.00 November 23, 2004
--------------------------------------------------------------------------------
Michael K. Lawlor 20,000 16.7% $2.00 August 5, 2004
--------------------------------------------------------------------------------
Executive Employment Agreements
The Company has entered into an employment agreement with Mr. Jensen
which expires June 30, 2002. The Agreement is automatically renewed from year to
year unless canceled by Mr. Jensen or the Company. The agreement provides for an
annual base salary of $135,000 effective March 1, 2000. Mr. Jensen is entitled
to receive such bonus or bonuses as may be awarded to him by the Board of
Directors. In determining whether to pay such a bonus, the Board would use its
subjective discretion. The Agreement requires Mr. Jensen to devote his full time
and attention to the business and affairs of the Company, and obligates him not
to engage in any investments or activities which would compete with the Company
during the term of the Agreement and for a period of one year thereafter. The
agreement provides that if Mr. Jensen is employed by the Company on June 30,
2002, the Company will issue to him 40,000 shares of Common Stock.
The agreement also grants to Mr. Jensen in the event a "USA
Transaction" (as defined below) occurs after the date thereof that number of
shares of Common Stock as shall when issued to him equal five percent (increased
in June 1999 to eight percent) of all the then issued and outstanding shares of
Common Stock (the "Rights"). Mr. Jensen is not required to pay any additional
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consideration for such shares. At the time of any USA Transaction, all of the
shares of Common Stock underlying the Rights are automatically deemed to be
issued and outstanding immediately prior to any USA Transaction, and are
entitled to be treated as any other issued and outstanding shares of Common
Stock in connection with such USA Transaction.
The term USA Transaction is defined as (i) the acquisition of fifty-one
percent or more of the then outstanding voting securities entitled to vote
generally in the election of Directors of the Company by any person, entity or
group, or (ii) the approval by the shareholders of the Company of a
reorganization, merger, consolidation, liquidation, or dissolution of the
Company, or the sale, transfer, lease or other disposition of all or
substantially all of the assets of the Company.
The Rights are irrevocable and fully vested, have no expiration date,
and will not be affected by the termination of Mr. Jensen's employment with the
Company for any reason whatsoever. If a USA Transaction shall occur at a time
when there not a sufficient number of authorized but unissued shares of Common
Stock, then the Company shall as a condition of such USA Transaction promptly
take any and all appropriate action to make available a sufficient number of
shares of Common Stock. In the alternative, the Company may structure the USA
Transactions so that Mr. Jensen would receive the same amount and type of
consideration in connection with the USA Transaction as any other holder of
Common Stock.
On January 21, 1999, Mr. Jensen purchased ten (10) units of the
recently completed private debt placement offering for $100,000. In full payment
for such Units, Mr. Jensen has agreed to forego any base salary otherwise
payable to him under his employment agreement during the period of time
commencing on April 1, 1999 and ending on June 30, 2000, or such longer period
of time as may be required based upon his monthly net base salary after all
applicable withholding taxes and other deductions. At June 30, 2000, $12,199 was
outstanding. Subsequent to year end, the $12,199 has been received in full.
The Company has entered into an employment agreement with Mr. Herbert
which expires on April 30, 2002. The agreement is automatically renewed from
year to year thereafter unless canceled by Mr. Herbert or the Company. The
Agreement provides for an annual base salary of $125,000 per year effective
March 1, 2000. Mr. Herbert is entitled to receive such bonus or bonuses as the
Board of Directors may award to him. The Agreement requires Mr. Herbert to
devote his full time and attention to the business and affairs of the Company
and obligates him not to engage in any investments or activities which would
compete with the Company during the term of the agreement and for a period of
one year thereafter. The agreement provides that if Mr. Herbert is employed by
the Company on June 30, 2002, the Company will issue to him 40,000 shares of
Common Stock.
Mr. Kolls has entered into an employment agreement with the Company
which expires on April 30, 2002, and is automatically renewed from year to year
thereafter unless canceled by Mr. Kolls or the Company. The agreement provides
for an annual base salary of $120,000 per year effective March 1, 2000. Mr.
Kolls is also entitled to receive such bonus or bonuses as may be awarded to him
by the Board of Directors. The Agreement requires Mr. Kolls to devote his full
time and attention to the business and affairs of the Company, and obligates him
not to engage in any investments or activities which would compete with the
Company during the term of his agreement and for a period of one year
thereafter. The agreement provides that if Mr. Kolls is employed by the Company
on June 30, 2002, the Company will issue to him 40,000 shares of Common Stock.
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Mr. Maxwell has entered into an employment agreement with the Company
which expires on June 30, 2001, and is automatically renewed from year to year
thereafter unless cancelled by Mr. Maxwell or the Company. The agreement
provides for an annual base salary of $108,000 per year effective March 1, 2000.
Mr. Maxwell is also entitled to receive such bonus or bonuses as the Board of
Directors may award to him. The Agreement requires Mr. Maxwell to devote his
full time and attention to the business and affairs of the Company, and
obligates him not to engage in any investments or activities which would compete
with the Company during the term of the agreement and for a period of one year
thereafter.
Mr. Lawlor has entered into an employment agreement with the Company
which expires on June 30, 2001, and is automatically renewed from year to year
thereafter unless cancelled by Mr. Lawlor or the Company. The agreement provides
for an annual base salary of $100,000 per year effective March 1, 2000. Mr.
Lawlor is also entitled to receive such bonus or bonuses as the Board of
Directors may award to him. The Agreement requires Mr. Lawlor to devote his full
time and attention to the business and affairs of the Company, and obligates him
not to engage in any investments or activities which would compete with the
Company during the term of the agreement and for a period of one year
thereafter.
Director Compensation and Stock Options
Members of the Board of Directors do not currently receive any cash
compensation for serving on the Board of Directors or any Committee thereof.
In July 1993, the Company issued to each of Messrs. Sellers and Van
Alen fully vested options to purchase 10,000 shares of Common Stock at an
exercise price of $2.50 per share. In July 1999, the expiration date of these
options was extended from June 30, 2000 to June 30, 2001. In April 1998, the
exercise price was reduced from $2.50 to $1.50.
In March 1995, the Company issued to Mr. Smith fully vested options to
purchase 10,000 shares of Common Stock, to Mr. Sellers fully vested options to
purchase 5,500 shares of Common Stock, and to Mr. Van Alen fully vested options
to purchase 2,500 shares of Common Stock. The exercise price of these options
was $2.50 per share. In July 1999, the expiration date of these options was
extended from February 29, 2000 to June 30, 2001. In April 1998, the exercise
price of these options was reduced from $2.50 to $1.50.
During June and July 1999, the Company granted 10,000 options to each
of the seven Directors who were not executive officers of the Company. Each
option is exercisable at $2.00 per share at any time for five years following
the vesting thereof.
All of the Common Stock underlying the above options was registered by
the Company under the Act for resale by the holder thereof. Such registration
was at the Company's cost and expense.
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The Board of Directors is responsible for awarding stock options. Such
awards are made in the subjective discretion of the Board. Other than the
repricing of the options by the Company in April 1998, the exercise price of all
the above options represents on the date of issuance of such options an amount
equal to or in excess of the market value of the Common Stock issuable upon the
exercise of the options. In connection with the April 1998 repricing of stock
options, the exercise prices of all these fully vested options were below the
fair market value on the date or repricing, therefore, the Company recorded a
charge to compensation expense during fiscal year 1998.
All of the foregoing options are non-qualified stock options and not
part of a qualified stock option plan and do not constitute incentive stock
options as such term is defined under Section 422 of the Internal Revenue Code,
as amended, and are not part of an employee stock purchase plan as described in
Section 423 thereunder.
Executive Stock Options
In June 1999, the Company granted options to the executive officers as
follows: Mr. Jensen - 180,000 options; Mr. Herbert - 110,000; Mr. Kolls -
100,000 options; Mr. Maxwell - 40,000 options; Mr. Lawlor - 20,000 options. All
of Mr. Jensen's options became vested immediately. All of the other executive
officers' options would vest as follows: one-third immediately; one-third on
June 17, 2000, and one-third on June 17, 2001. Each option is exercisable at
$2.00 per share at any time for five years following vesting thereof.
In August 1999, the Company issued to Michael Lawlor fully vested
options to acquire up to 20,000 shares of Common Stock at $2.00 per share. The
options are exercisable at any time within five years following issuance.
In November 1999, the Company issued fully vested options to purchase
an aggregate of 90,000 shares of Common Stock to its executive officers as
follows: Stephen P. Herbert - 45,000 options; Haven Brock Kolls - 30,000
options; and Leland Maxwell - 15,000 options. Each option is exercisable at
$2.00 per share at any time within five years following issuance.
All of the Common Stock underlying the above options was registered by
the Company under the Act for resale by the holder thereof. The registration
was at the Company's cost and expense.
The Board of Directors is responsible for awarding stock options. Such
awards are made in the subjective discretion of the Board. The exercise price of
all the above options represents on the date of issuance of such options an
amount equal to or in excess of the market value of the Common Stock issuable
upon the exercise of the options.
All of the foregoing options are non-qualified stock options and not
part of a qualified stock option plan and do not constitute incentive stock
options as such term is defined under Section 422 of the Internal Revenue Code,
as amended, and are not part of an employee stock purchase plan as described in
Section 423 thereunder.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
USA TECHNOLOGIES, INC.
By: /s/ George R. Jensen, Jr.
-------------------------------
George R. Jensen, Jr., Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ George R. Jensen, Jr. Chairman of the Board of Directors, January 5, 2001
-------------------------- Chief Executive Officer
George R. Jensen, Jr. (Principal Executive Officer)
/s/ Leland P. Maxwell Vice President and Chief Financial January 5, 2001
-------------------------- Officer (Principal Accounting Officer)
Leland P. Maxwell
/s/ William W. Sellers Director January 5, 2001
--------------------------
William W. Sellers
/s/ Stephen P. Herbert President, Chief Operating January 5, 2001
-------------------------- Officer, Director
Stephen P. Herbert
/s/ William L. Van Alen, Jr. Director January 5, 2001
----------------------------
William L. Van Alen, Jr.
/s/ Douglas M. Lurio Director January 5, 2001
--------------------------
Douglas M. Lurio
Director January __, 2001
--------------------------
Steven Katz
Director January __, 2001
--------------------------
Henry B. duPont Smith
Director January __, 2001
--------------------------
Edwin R. Boynton
</TABLE>
