form10ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1O-K/A
(Amendment No. 1)

 
T
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal year ended June 30, 2008

OR

 
£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934

For the transition period from ____________________ to _____________________

Commission file number 000-50054

USA Technologies, Inc.
(Exact name of registrant as specified in its charter)

Pennsylvania
23-2679963
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

100 Deerfield Lane, Suite 140, Malvern, Pennsylvania
19355
(Address of principal executive offices)
(Zip Code)

(610) 989-0340
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Common Stock, no par value
Name Of Each Exchange On Which Registered
The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes £ No T

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes £ No T

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes T No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £   Accelerated filer £   Non-accelerated filer £ Smaller reporting company T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes £ No T

The aggregate market value of the voting common equity securities held by non-affiliates of the Registrant was $53,195,214 as of the last business day of the most recently completed second fiscal quarter, December 31, 2007, based upon the closing price of the Registrant's Common Stock on that date.

As of June 22, 2009, there were 15,345,322 outstanding shares of Common Stock, no par value.
 
 
 
 

Explanatory Note

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of USA Technologies, Inc. for the fiscal year ended June 30, 2008, which we previously filed with the Securities and Exchange Commission on September 24, 2008 (the “Original Filing”).

In response to a comment letter we received from the SEC, we are amending Part IV, Item 15, Exhibits 31.1 and 31.2, certifications required under Exchange Act rules 13a-14(a) and 15d-14(a), of our Original Filing solely to include introductory language in paragraph 4 and paragraph 4(b) referring to internal control over financial reporting.
 
Except as described above, we have not modified or updated other disclosures presented in the Original Filing. This Amendment does not amend, update or change the financial statements or any other disclosures in the Original Filing and does not reflect events occurring after the filing of the Original Filing.

 
 
 

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, on June 23, 2009.

 
 USA TECHNOLOGIES, INC.
 
 
 
By:   /s/ George R. Jensen, Jr.
 
George R. Jensen, Jr., Chairman
 
and Chief Executive Officer