SEC 1922
(02-01)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR
(G) OF THE SECURITIES EXCHANGE ACT OF 1934
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USA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2679963
(State of incorporation or organization) (I.R.S. Employer Identification No.)
200 Plant Avenue, Wayne, PA 19087
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None ___________________ None_____________________________
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form relates:
__________(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share.
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the securities to be registered hereby as set forth under the
caption "Description of Securities" in (i) the Prospectus included in the
registrant's Registration Statement on Form SB-2 (Commission File No. 333-86064)
originally filed on April 11, 2002 (the "Registration Statement"), and (ii)
the related final form of the Prospectus, is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this registration statement:
Exhibit No. Exhibit Description
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3.1 Articles of Incorporation of the Company filed on January 16, 1992
(Incorporated by reference to Exhibit 3.1 to the Registration Statement).
3.1.1 First Amendment to Articles of Incorporation of the Company filed on July
17, 1992 (Incorporated by reference to Exhibit 3.1.1 to the Registration
Statement).
3.1.2 Second Amendment to Articles of Incorporation of the Company filed on July
27, 1992 (Incorporated by reference to Exhibit 3.1.2 to the Registration
Statement).
3.1.3 Third Amendment to Articles of Incorporation of the Company filed on
October 5, 1992 (Incorporated by reference to Exhibit 3.1.3 to the
Registration Statement).
3.1.4 Fourth Amendment to Articles of Incorporation of the Company filed on
October 18, 1993 (Incorporated by reference to Exhibit 3.1.4 to the
Registration Statement).
3.1.5 Fifth Amendment to Articles of Incorporation of the Company filed on June
7, 1995 (Incorporated by Reference to Exhibit 3.1.5 to the Registration
Statement).
3.1.6 Sixth Amendment to Articles of Incorporation of the Company filed on May
1, 1996 (Incorporated by Reference to Exhibit 3.1.6 to the Registration
Statement).
3.1.7 Seventh Amendment to Articles of Incorporation of the Company filed on
March 24, 1997 (Incorporated by reference to Exhibit 3.1.7 to the
Registration Statement).
3.1.8 Eighth Amendment to Articles of Incorporation of the Company filed on July
6, 1998 (Incorporated by reference to Exhibit 3.1.8 to the Registration
Statement).
3.1.9 Ninth Amendment to Articles of Incorporation of the Company filed on
October 1, 1998 (Incorporated by reference to Exhibit 3.1.9 to the
Registration Statement).
3.1.10 Tenth Amendment to Articles of Incorporation of the Company filed on
April 12, 1999 (Incorporated by reference to Exhibit 3.1.10 to the
Registration Statement).
3.1.11 Eleventh Amendment to Articles of Incorporation of the Company filed on
June 7, 1999 (Incorporated by reference to Exhibit 3.1.11 to the
Registration Statement).
**3.1.12 Twelfth Amendment to Articles of Incorporation of the Company filed
on March 22, 2002.
**3.1.13 Thirteenth Amendment to Articles of Incorporation of the Company on May
14, 2002.
3.2 By-Laws of the Company (Incorporated by reference to Exhibit 3.2 to the
Registration Statement).
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** Filed herewith
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
USA Technologies, Inc.
/s/ Geroge R. Jensen. Jr.
By____________________________________
George R. Jensen, Jr., Chief Executive Officer
Date: October 28, 2002
Exhibit Index
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3.1 Articles of Incorporation of the Company filed on January 16, 1992
(Incorporated by reference to Exhibit 3.1 to the Registration Statement).
3.1.1 First Amendment to Articles of Incorporation of the Company filed on July
17, 1992 (Incorporated by reference to Exhibit 3.1.1 to the Registration
Statement).
3.1.2 Second Amendment to Articles of Incorporation of the Company filed on July
27, 1992 (Incorporated by reference to Exhibit 3.1.2 to the Registration
Statement).
3.1.3 Third Amendment to Articles of Incorporation of the Company filed on
October 5, 1992 (Incorporated by reference to Exhibit 3.1.3 to the
Registration Statement).
3.1.4 Fourth Amendment to Articles of Incorporation of the Company filed on
October 18, 1993 (Incorporated by reference to Exhibit 3.1.4 to the
Registration Statement).
3.1.5 Fifth Amendment to Articles of Incorporation of the Company filed on June
7, 1995 (Incorporated by Reference to Exhibit 3.1.5 to the Registration
Statement).
3.1.6 Sixth Amendment to Articles of Incorporation of the Company filed on May
1, 1996 (Incorporated by Reference to Exhibit 3.1.6 to the Registration
Statement).
3.1.7 Seventh Amendment to Articles of Incorporation of the Company filed on
March 24, 1997 (Incorporated by reference to Exhibit 3.1.7 to the
Registration Statement).
3.1.8 Eighth Amendment to Articles of Incorporation of the Company filed on July
6, 1998 (Incorporated by reference to Exhibit 3.1.8 to the Registration
Statement).
3.1.9 Ninth Amendment to Articles of Incorporation of the Company filed on
October 1, 1998 (Incorporated by reference to Exhibit 3.1.9 to the
Registration Statement).
3.1.10 Tenth Amendment to Articles of Incorporation of the Company filed on
April 12, 1999 (Incorporated by reference to Exhibit 3.1.10 to the
Registration Statement).
3.1.11 Eleventh Amendment to Articles of Incorporation of the Company filed on
June 7, 1999 (Incorporated by reference to Exhibit 3.1.11 to the
Registration Statement).
**3.1.12 Twelfth Amendment to Articles of Incorporation of the Company filed
on March 22, 2002.
**3.1.13 Thirteenth Amendment to Articles of Incorporation of the Company on May
14, 2002.
3.2 By-Laws of the Company (Incorporated by reference to Exhibit 3.2 to the
Registration Statement).
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** Filed herewith