Docoh
Loading...

USAT USA

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): April 28, 2020

USA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Pennsylvania

 

001-33365

 

232679963

(State or other jurisdiction of incorporation

or organization)

 

(Commission

File Number)

 

(IRS employer

identification number)

 

100 Deerfield Lane, Suite 300

Malvern, Pennsylvania

 

19355

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:610-989-0340

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

 

Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

 

Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange on which
registered

Common Stock, no par value

  USAT  The NASDAQ Stock Market LLC

Series A Convertible Preferred Stock, no par value

  USATP  The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 1.01

Entry into a Material Definitive Agreement.

On April 28, 2020, USA Technologies, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement, dated as of October 18, 2020 (the “Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. The Amendment accelerated the expiration of the preferred stock purchase rights (the “Rights”) to the close of business on April 28, 2020, and had the effect of terminating the Rights Agreement on that date. At the time of the termination of the Rights Agreement, all of the Rights distributed to the holders of the Company’s common stock pursuant to the Rights Agreement expired.

This summary description of the Amendment is qualified in its entirety by the Amendment, a copy of which is included as Exhibit 4.1 to this Current Report on Form8-K and is incorporated herein by reference.

 

Item 1.02

Termination of a Material Definitive Agreement.

The information included in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 1.02.

 

Item 3.03

Material Modification to Rights of Security Holders.

The information included in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 3.03.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Exhibit Description

4.1  Amendment No. 1 to Rights Agreement, dated April 28, 2020, by and between USA Technologies and American Stock Transfer & Trust Company, LLC, as rights agent.


SIGNATURES

Pursuant to the requirements of the Securities Exchange 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/ Donald W. Layden, Jr.
 

Donald W. Layden, Jr.,

President and Chief Executive Officer

Dated: April 28, 2020