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CUSIP No. 90328S500
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SCHEDULE 13D
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Page 5 of 7 Pages
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ITEM 1.
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SECURITY AND ISSUER
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This Amendment No. 5 to Schedule 13D (this Amendment No. 5) relates to the Schedule 13D filed on May 20, 2019
(the Initial 13D and, as amended and supplemented through the date of this Amendment No. 5, collectively, the Schedule 13D) by the Reporting Persons, relating to the common stock, no par value (the
Shares), of USA Technologies, Inc., a company organized under the laws of the State of Pennsylvania (the Company). Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings set
forth in the Schedule 13D.
The Reporting Persons beneficially own an aggregate of 10,385,172 Shares (the Subject Shares). The Subject
Shares represent approximately 16.3% of the issued and outstanding based on 63,825,304 outstanding Shares, as reported in the Companys Form 10-Q for the fiscal quarter ended September 30, 2019.
ITEM 4.
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PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On November 15, 2019, the Reporting Persons filed with the Securities and Exchange Commission a Definitive Solicitation Statement for the purpose of soliciting
revocable consents from shareholders of the Company to request a special meeting of shareholders to consider certain amendments to the Bylaws.
Also on November 15, 2019, Hudson Executive Capital LP (Hudson Executive), through its affiliated fund HEC Master Fund LP, filed a lawsuit
with the Court of Common Pleas of Chester County, Pennsylvania (the Court) to invalidate the Companys Bylaw amendment of November 8, 2019 (the Retroactive Bylaw Amendment) that deprives Hudson Executive,
and every other shareholder of the Company, of the right to call or otherwise request a special meeting of the shareholders before the first annual meeting of shareholders that is held after November 8, 2019. In its lawsuit, Hudson Executive asks
the Court to (i) declare that the Retroactive Bylaw Amendment is invalid, (ii) enjoin the Companys board of directors from enforcing the Retroactive Bylaw Amendment, and (iii) declare that Hudson Executives consent solicitation can
proceed without further interference.
The full text of the accompanying press release that was issued in connection with the filing of the Definitive
Solicitation Statement and the lawsuit is attached hereto as Exhibit 99.3.