0001193125-12-056442.txt : 20120213 0001193125-12-056442.hdr.sgml : 20120213 20120213164154 ACCESSION NUMBER: 0001193125-12-056442 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 GROUP MEMBERS: CRANSHIRE CAPITAL ADVISORS, LLC GROUP MEMBERS: CRANSHIRE CAPITAL, L.P. GROUP MEMBERS: DOWNSVIEW CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000896429 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 232679963 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79579 FILM NUMBER: 12599730 BUSINESS ADDRESS: STREET 1: 100 DEERFIELD LANE STREET 2: SUITE 140 CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6109890340 MAIL ADDRESS: STREET 1: 100 DEERFIELD LANE STREET 2: SUITE 140 CITY: MALVERN STATE: PA ZIP: 19355 FORMER COMPANY: FORMER CONFORMED NAME: USA ENTERTAINMENT CENTER INC DATE OF NAME CHANGE: 19931029 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KOPIN MITCHELL P CENTRAL INDEX KEY: 0001116628 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3100 DUNDEE ROAD STREET 2: SUITE 703 CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 847 562-9030 MAIL ADDRESS: STREET 1: 3100 DUNDEE ROAD STREET 2: SUITE 703 CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13G/A 1 d299577dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

USA Technologies, Inc.

(Name of Issuer)

 

 

 

Common Stock, no par value per share    

(Title of Class of Securities)

90328S401

(CUSIP Number)

December 31, 2011    

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

a. ¨ Rule 13d-1(b)

b. x Rule 13d-1(c)

c. ¨ Rule 13d-1(d)

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

Page 1 of 9


 

CUSIP No. 90328S401  

 

  (1)   

Names of reporting persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Cranshire Capital, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ¨        

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Illinois    

Number of

shares

beneficially

owned by

each

reporting

person

with:

   (5)    

Sole voting power

 

0    

   (6)   

Shared voting power

 

0    

   (7)   

Sole dispositive power

 

0    

   (8)   

Shared dispositive power

 

0    

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

0 (see Item 4)     

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)

 

Percent of class represented by amount in Row (9)

 

0.0% (see Item 4)    

(12)

 

Type of reporting person (see instructions)

 

PN    

 

 

Page 2 of 9


 

CUSIP No. 90328S401  

 

  (1)   

Names of reporting persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Downsview Capital, Inc.

  (2)  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ¨        

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Illinois    

Number of

shares

beneficially

owned by

each

reporting

person

with:

   (5)    

Sole voting power

 

0    

   (6)   

Shared voting power

 

0    

   (7)   

Sole dispositive power

 

0    

   (8)   

Shared dispositive power

 

0    

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

0 (see Item 4)    

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)

 

Percent of class represented by amount in Row (9)

 

0.0% (see Item 4)    

(12)

 

Type of reporting person (see instructions)

 

CO; HC    

 

 

Page 3 of 9


 

CUSIP No. 90328S401  

 

  (1)   

Names of reporting persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Mitchell P. Kopin

  (2)  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ¨        

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States of America    

Number of

shares

beneficially

owned by

each

reporting

person

with:

   (5)    

Sole voting power

 

0    

   (6)   

Shared voting power

 

1,514,634    

   (7)   

Sole dispositive power

 

0    

   (8)   

Shared dispositive power

 

1,514,634    

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

1,514,634 (see Item 4)    

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)

 

Percent of class represented by amount in Row (9)

 

4.4% (see Item 4)    

(12)

 

Type of reporting person (see instructions)

 

IN; HC    

 

 

Page 4 of 9


 

CUSIP No. 90328S401  

 

  (1)   

Names of reporting persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Cranshire Capital Advisors, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ¨        

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware    

Number of

shares

beneficially

owned by

each

reporting

person

with:

   (5)    

Sole voting power

 

0    

   (6)   

Shared voting power

 

1,514,634    

   (7)   

Sole dispositive power

 

0    

   (8)   

Shared dispositive power

 

1,514,634    

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

1,514,634 (see Item 4)    

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)

 

Percent of class represented by amount in Row (9)

 

4.4% (see Item 4)    

(12)

 

Type of reporting person (see instructions)

 

OO    

 

 

Page 5 of 9


This Amendment No. 1 is being filed jointly by the Reporting Persons (as defined below) and amends the Schedule 13G initially filed by the Reporting Persons (other than CCA (as defined below)) with the Securities and Exchange Commission (the “SEC”) on March 24, 2011 (the “Schedule 13G”).

Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.

 

Item 2.

(a) Name of Person Filing

(b) Address of Principal Business Office or, if none, Residence

(c) Citizenship

This Amendment No. 1 is being filed on behalf of (i) Cranshire Capital Advisors, LLC, a Delaware limited liability company (“CCA”), (ii) Cranshire Capital, L.P., an Illinois limited partnership (“Cranshire Capital”), (iii) Downsview Capital, Inc., an Illinois corporation (“Downsview”) and (iv) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr. Kopin,” together with CCA, Cranshire Capital and Downsview, the “Reporting Persons”).

CCA serves as the investment manager to each of (i) Cranshire Capital, (ii) Cranshire Capital Master Fund, Ltd., a Cayman Islands exempted company (“Cranshire Capital Master Fund”) and (iii) a managed account (the “Managed Account”). In such capacity, CCA exercises voting and investment power over the shares of Common Stock held for the account of each of Cranshire Capital, Cranshire Capital Master Fund and the Managed Account.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 1 as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 and any subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of all of the Reporting Persons is 3100 Dundee Road, Suite 703, Northbrook, Illinois 60062.

 

Item 4. Ownership.

(a) and (b):

(i) As of the close of business on December 31, 2011, each of CCA and Mr. Kopin may be deemed to have beneficial ownership of 1,514,634 shares of Common Stock, which consists of (i) 29,419 shares of Common Stock held for the account of Cranshire Capital Master Fund, (ii) 26,392 shares of Common Stock held for the account of the Managed Account, (iii) 165,073 shares of Common Stock issuable upon exercise of the Public Warrants, (iv) 1,184,739 shares of Common Stock issuable upon exercise of the Warrant and (v) 109,011 shares of Common Stock issuable upon exercise of the Managed Account Warrant, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 4.4% of the Common Stock, based on (1) 32,682,808 shares of Common Stock issued and outstanding on December 1, 2011 as disclosed in the Form 424B3 Prospectus filed by the Issuer on December 20, 2011, plus (2) 165,073 shares of Common Stock issuable upon exercise of the Public Warrants, (3) 1,184,739 shares of Common Stock issuable upon exercise of the Warrant and (4) 109,011 shares of Common Stock issuable upon exercise of the Managed Account Warrant.

(ii) As of the close of business on December 31, 2011, each of Cranshire Capital and Downsview may be deemed to have beneficial ownership of no shares of Common Stock.

(c) (i) Number of shares as to which each of CCA and Mr. Kopin has:

 

Page 6 of 9


(i) Sole power to vote or to direct the vote: 0 .

(ii) Shared power to vote or to direct the vote 1,514,634 .

(iii) Sole power to dispose or to direct the disposition of 0 .

(iv) Shared power to dispose or to direct the disposition of 1,514,634 .

(ii) Number of shares as to which each of Cranshire Capital and Downsview has:

(i) Sole power to vote or to direct the vote: 0 .

(ii) Shared power to vote or to direct the vote 0 .

(iii) Sole power to dispose or to direct the disposition of 0 .

(iv) Shared power to dispose or to direct the disposition of 0 .

 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x .

EXPLANATORY NOTE: Each of the Reporting Persons (other than CCA) has ceased to be the beneficial owner of more than 5 percent of the class of securities. CCA has never been the beneficial owner of more than 5 percent of the class of securities.

 

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 7 of 9


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2012

 

    CRANSHIRE CAPITAL, L.P.
    By:   Downsview Capital, Inc., its general partner

 

    By:  

/s/ Mitchell P. Kopin

      Mitchell P. Kopin, President

 

    DOWNSVIEW CAPITAL, INC.
    By:  

/s/ Mitchell P. Kopin

      Mitchell P. Kopin, President

 

    CRANSHIRE CAPITAL ADVISORS, LLC
    By:  

/s/ Mitchell P. Kopin

      Mitchell P. Kopin, Managing Member

 

   

/s/ Mitchell P. Kopin

    Mitchell P. Kopin

 

Page 8 of 9


Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: February 13, 2012

    CRANSHIRE CAPITAL, L.P.
    By:   Downsview Capital, Inc., its general partner

 

    By:  

/s/ Mitchell P. Kopin

      Mitchell P. Kopin, President

 

    DOWNSVIEW CAPITAL, INC.
    By:  

/s/ Mitchell P. Kopin

      Mitchell P. Kopin, President

 

    CRANSHIRE CAPITAL ADVISORS, LLC
    By:  

/s/ Mitchell P. Kopin

      Mitchell P. Kopin, Managing Member

 

   

/s/ Mitchell P. Kopin

    Mitchell P. Kopin

 

Page 9 of 9