0001193125-20-009030.txt : 20200116 0001193125-20-009030.hdr.sgml : 20200116 20200116164544 ACCESSION NUMBER: 0001193125-20-009030 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200116 DATE AS OF CHANGE: 20200116 EFFECTIVENESS DATE: 20200116 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33365 FILM NUMBER: 20531513 BUSINESS ADDRESS: STREET 1: 100 DEERFIELD LANE STREET 2: SUITE 300 CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6109890340 MAIL ADDRESS: STREET 1: 100 DEERFIELD LANE STREET 2: SUITE 300 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: Hudson Executive Capital LP CENTRAL INDEX KEY: 0001652522 IRS NUMBER: 472878186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 521-8495 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 DFAN14A 1 d867955ddfan14a.htm DFAN14A DFAN14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

 

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  ☐                             Filed by a Party other than the Registrant  ☒

Check the appropriate box:

 

☐

   Preliminary Proxy Statement

☐

   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐

   Definitive Proxy Statement

☒

   Definitive Additional Materials

☐

   Soliciting material Pursuant to §240.14a-12

USA Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

Hudson Executive Capital LP

HEC Management GP LLC

HEC Master Fund LP

HEC SPV IV LP

Lisa P. Baird

Douglas G. Bergeron

Douglas L. Braunstein

Jacob Lamm

Michael K. Passilla

Ellen Richey

Anne M. Smalling

Shannon S. Warren

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☒

   No fee required.

☐

   Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

☐

   Fee paid previously with preliminary materials.

☐

   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  1)  

Amount Previously Paid:

 

     

  2)  

Form, Schedule or Registration Statement No.:

 

     

  3)  

Filing Party:

 

     

  4)  

Date Filed:

 

     

 

 

 

Hudson Executive Capital LP posted the following material to http://www.innisfreema.com/annual/USAT/:

SOLICITATION OF PROXIES

IN CONNECTION WITH THE 

ANNUAL MEETING OF SHAREHOLDERS OF

USA TECHNOLOGIES, INC.

TO BE HELD ON APRIL 30, 2020

Solicitation on behalf of

HUDSON EXECUTIVE CAPITAL LP

HEC Management GP LLC

HEC Master Fund LP

HEC SPV IV LP

DOUGLAS L. BRAUNSTEIN

SEC Filings

Definitive Proxy Statement (December 9, 2019)

Press Releases and Shareholder Letters

Hudson Executive Provides Update on Proxy Solicitation for USA Technologies’ Annual Meeting (January 15, 2020)

Letter to Shareholders (December 27, 2019)

Letter to Shareholders (December 9, 2019)

Hudson Executive Announces Victory in Lawsuit against USA Technologies to Restore Shareholders’ Rights (November 21, 2019)

Hudson Executive Files Lawsuit against USA Technologies to Restore Shareholders’ Rights (November 15, 2019)

Hudson Executive Names Eight Highly-Qualified Independent Director Candidates it Intends to Nominate to USA Technologies Board (November 4, 2019)

Hudson Executive Capital Issues Statement Regarding USA Technologies’ Leadership Change (October 18, 2019)

Hudson Executive Capital to Nominate Directors to Board of USA Technologies (October 14, 2019)

If you have any questions, including questions on

how to submit your proxy,

or if you need additional copies of our proxy

materials please contact:

INNISFREE M&A INCORPORATED

501 MADISON AVENUE, 20TH FLOOR

NEW YORK, NY 10022

Stockholders Call Toll-Free at: (888) 750-5834

Banks and Brokers Call Collect at: (212) 750-5833

Additional Information

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to Hudson Executive’s solicitation of proxies for the 2020 annual meeting of shareholders (the “Annual Meeting”) of USA Technologies, Inc. (the “Company”). In connection with the solicitation, Hudson Executive and certain of its affiliates filed a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) on December 9, 2019 to solicit proxies from shareholders of the Company for use at the Annual Meeting. The proxy statement, together with the accompanying GOLD proxy card, are first being mailed by Hudson Executive to shareholders of the Company on or about December 10, 2019. HUDSON EXECUTIVE STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. The proxy statement is available at no charge on the SEC’s website at http://www.sec.gov and, without charge, on request from Hudson Executive’s solicitor, Innisfree M&A Incorporated (toll-free for shareholders at (888) 750-5834; collect for banks and brokers (212) 750-5833).

Participant Information

Hudson Executive, HEC Management GP LLC, HEC Master Fund LP, HEC SPV IV LP, Lisa P. Baird, Douglas G. Bergeron, Douglas L. Braunstein, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling and Shannon S. Warren are “participants” under SEC rules in the solicitation. Information about each of the participants is set forth in the proxy statement that Hudson Executive has filed with the SEC. Except as set forth in the proxy statement, no participant in the solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting.