UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices)
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Registrant’s telephone number, including area code:
610 -989-0340
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:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which registered
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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 Rule 12b-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 7.01 Regulation FD Disclosure.
On February 16, 2021, the Court of Common Pleas of Chester County, Pennsylvania (the “Court”) entered an order preliminarily approving a
derivative settlement and providing for notice of the settlement to shareholders of USA Technologies, Inc. (the “Company”) in the matter captioned D'Arcy et al. v. Herbert et al., Case No. 2021-00638-TT (Chester Cty. C.C.P.). The proposed settlement is subject to final approval by the Court. A settlement hearing is scheduled for
March 29, 2021 at 10:30 a.m. As required by the Court’s order, the Company is hereby furnishing, as Exhibit 99.1 to this Current Report on Form 8-K, the Notice of Proposed Settlement of Derivative Litigation (the “Notice”). As previously disclosed,
the proposed settlement consists of a payment of $500,000 in attorney’s fees to the shareholders’ counsel and adoption of various corporate governance reforms. Additional information concerning the terms of the proposed settlement can be found in the
Notice and on the Company’s website at https://www.usatech.com/legal/. The contents of the Company’s website shall not be deemed to be incorporated by reference into this Item 7.01.
The information contained in this Form 8-K pursuant to this Item 7.01 is being furnished pursuant to the Court's order. This information shall
not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section nor shall such information be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.
This Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Examples of
such forward-looking statements include, but are not limited to, statements we make about the proposed settlement. Such forward-looking statements are based on the reasonable beliefs of the Company’s management, as well as assumptions made by and
information currently available to the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including our failure to satisfy the conditions necessary to
make the proposed settlement effective. Readers are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement made by the Company in this Form 8-K speaks only as of the date of this Form 8-K. Unless
required by law, the Company does not undertake to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Notice of Settlement of Shareholder Derivative Litigation and Hearing.
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104
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Cover Page Interactive Data File. The cover page XBRL tags are embedded
within the inline XBRL document.
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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. | |||
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By:
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/s/ Davina Furnish | |
| Davina Furnish | |||
| General Counsel and Secretary | |||
| Dated: February 17, 2021 |
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