SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM 8-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): December 13, 2005
USA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 33-70992 23-2679963
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation or
organization)
100 Deerfield Lane, Suite 140
Malvern, Pennsylvania 19355
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
610-989-0340
n/a
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
-------------------------------------
On December 13, 2005, USA Technologies, Inc. held its annual meeting of
shareholders. The full text of the speech of George R. Jensen, Jr., Chief
Executive Officer and Chairman, presented at the meeting is attached as Exhibit
99.1 to this Current Report on Form 8-K.
Statements in Exhibit 99.1 that are not strictly historical are "forward
looking" statements within the meaning of the safe harbor provisions of the
federal securities laws. Investors are cautioned that such statements are only
predictions, and speak only as of December 13, 2005, the date of the
presentation. USA Technologies does not assume any obligation to update such
information in the future. USA Technologies' actual results in the future may
differ materially from those projected in the forward looking statements due to
risks and uncertainties that exist in USA Technologies' operations and business
environment, including but not limited to, those risks and uncertainties set
forth in the Company's Form 10-K for the fiscal year ended June 30, 2005, and in
the Company's Form 10-Q for the quarter ended September 30, 2005.
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the Company 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.
------------------------------------
George R. Jensen, Jr.
Chief Executive Officer
Dated: December 13, 2005
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Speech of George R. Jensen, Jr. at December 13, 2005 Annual
Shareholder's Meeting