o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
|
o
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Soliciting
Material Under Rule 14a-12
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x
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No
fee required.
|
o
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Fee
computed on table below per Exchange Act Rules 14a-6(I)(1) and
0-11.
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Sincerely,
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/s/ George R. Jensen, Jr. | |
George
R. Jensen, Jr.
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Chief
Executive Officer
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If
you have any questions, require assistance with voting your
WHITE
proxy card, or need additional copies of the
USA
Technologies’ proxy materials, please contact:
105
Madison Avenue
New
York, NY 10016
105
Madison Avenue
New
York, NY 10016
USAT@mackenziepartners.com
(212)
929-5500 (Call Collect)
Or
TOLL-FREE
(800) 322-2885
Your
Vote is important, no matter how many or how few shares you
own!
To
vote, please sign, date and return the enclosed WHITE proxy
card
by mailing it in the enclosed pre-addressed, stamped
envelope.
We
encourage you to disregard and not return any blue
cards
that you receive
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COMPANY
NUMBER
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ACCOUNT
NUMBER
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CONTROL
NUMBER
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•
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Notice
of Annual Meeting of
Shareholders
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•
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Proxy
Statement
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•
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Proxy Supplement dated December 2, 2009 |
•
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Form
of Electronic Proxy Card
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•
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Annual
Report on Form 10-K
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TO
REQUEST MATERIAL:
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TELEPHONE:
888-Proxy-NA (888-776-9962) 718-921-8562 (for international
callers)
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TO VOTE:
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ONLINE: To access your
online proxy card, please visit www.voteproxy.com and follow the
on-screen instructions. You may enter your voting instructions at www.voteproxy.com
up until 11:59 PM Eastern Time the day before the cut-off or meeting
date.
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1,
2 & 3. Election of Directors of Classes I, II, and
III:
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4. Ratification
of the appointment of McGladrey & Pullen, LLP as the independent
registered public accounting firm of the Company for fiscal year ending
June 30, 2010.
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||
NOMINEES:
|
Stephen
D. Barnhart
Jack
E. Price
William
L. Van Alen, Jr.
Steven
Katz
Joel
Brooks
George R. Jensen, Jr.
Stephen P. Herbert
Douglas M. Lurio
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Class
I Director
Class
I Director
Class
II Director
Class
II Director
Class
II Director
Class III Director
Class III Director
Class III Director
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5. Approval
of 2010 Stock Incentive Plan.
6. In
their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any
adjournment thereof.
This
proxy when properly executed will be voted in the manner directed by the
undersigned. If no contrary direction is made, this proxy will be voted
"FOR" all of the proposals set forth herein, including all the nominees
listed in Items 1, 2 and 3 (or, if any such nominees should be unable
to accept such nomination, for such other substitute person or persons as
may be recommended by the Board of Directors), and in accordance with the
proxies' best judgment upon other matters properly coming before the
Annual Meeting and any adjournments thereof.
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Please
note that you cannot use this notice to vote by mail.
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PROXY
VOTING INSTRUCTIONS
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INTERNET -
Access “www.voteproxy.com” and follow the
on-screen instructions. Have your proxy card available when you
access the web page, and use the Company Number and Account Number shown
on your proxy card.
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COMPANY
NUMBER
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||
Vote
online until 11:59 PM EST the day before the meeting.
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ACCOUNT
NUMBER
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||
MAIL - Sign, date and mail
your proxy card in the envelope provided as soon as
possible.
IN
PERSON -
You may vote your shares in person by attending the Annual
Meeting.
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NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting,
proxy statement, proxy supplement dated December 2, 2009, proxy card and
annual report on Form 10-K are available at – http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=14591
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”
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Please
detach along perforated line and mail in the envelope provided IF you are not
voting via the Internet.
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”
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¢20830300000000000000
8
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121509
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FOR
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AGAINST
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ABSTAIN
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||||
1,
2 & 3. Election of Directors of Classes I, II and
III:
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4.
Ratification of the appointment of McGladrey & Pullen, LLP as the
independent registered public accounting firm of the Company for fiscal
year ending June 30, 2010.
|
£
|
£
|
£
|
||
5. Approval of 2010 Stock Incentive Plan |
£
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£
|
£
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NOMINEES:
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||||||
£ FOR ALL
NOMINEES
£ WITHHOLD
AUTHORITY FOR ALL NOMINEES
£ FOR ALL EXCEPT (See
instructions below)
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Stephen D.
Barnhart Class I
Director
Jack
E. Price
Class I Director
William
L. Van Alen, Jr. Class II Director
Steven
Katz
Class II Director
Joel
Brooks
Class II Director
George
R. Jensen, Jr. Class III
Director
Stephen
P. Herbert
Class III Director
Douglas M.
Lurio
Class III Director
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6.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any
adjournment thereof.
This
proxy when properly executed will be voted in the manner directed by
the undersigned. If no contrary direction is made, this proxy will be
voted "FOR" all of the proposals set forth herein, including all the
nominees listed in Items 1, 2 and 3 (or, if any such nominees should
be unable to accept such nomination, for such other substitute person or
persons as may be recommended by the Board of Directors), and in
accordance with the proxies' best judgment upon other matters properly
coming before the Annual Meeting and any adjournments
thereof.
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||||
INSTRUCTIONS: To withhold
authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and
fill in the circle next to each nominee you wish to withhold, as shown
here: ˜
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IF
YOU SIGN THIS PROXY WITHOUT OTHERWISE MARKING THE FORM, THIS PROXY WILL BE
VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS TO BE
CONSIDERED AT THE ANNUAL MEETING.
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||||||
To
change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.
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£
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Signature
of Shareholder
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Date:
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Signature
of Shareholder
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Date:
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¢
|
Note: Please
sign exactly as your name or names appear on this Proxy. When shares are
held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized
person.
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¢
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