On November 8, 2019, the Board of Directors of USA Technologies, Inc. (the “Company”) amended Section 3.03(a) of the Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective on the same date. The amendment provides that notwithstanding anything to the contrary contained in the Bylaws, any shareholder or shareholders of the Company may not call or otherwise request a special meeting of the shareholders before the first annual meeting of shareholders that is held after November 8, 2019.
This summary description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the text of the amendment to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Attached hereto as Exhibit 3.2 is the marked version of the Bylaw amendment, comparing the Bylaw amendment to Section 3.03(a) of the Bylaws as in effect immediately prior to such Bylaw amendment.
On November 11, 2019, the Company announced (i) the Bylaw amendment referred to in Item 5.03 above, and (ii) the Board of Director’s determination, in consultation with legal counsel, that Hudson Executive Capital LP’s announced solicitation to call a special meeting of shareholders is invalid under the Company’s Bylaws as in effect prior to the Bylaw amendment which explicitly prohibited the calling of special meetings for the purpose of removing directors, and issued a press release related to the foregoing, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference.
USA TECHNOLOGIES INC ExhibitEX-3.1 2 ex3_1.htm EXHIBIT 3.1 Exhibit 3.1 Section 3.03. Special Meetings. (a) A special meeting of the shareholders for any purpose or purposes shall be called only by the chairman of the board of directors,…
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About USA TECHNOLOGIES, INC. (NASDAQ:USAT)
USA Technologies, Inc. provides technology-enabled solutions and value-added services that facilitate electronic payment transactions within the unattended point of sale (POS) market. The Company is a provider in the small ticket, beverage and food vending industry and is also engaged in offering solutions and services to other unattended market segments, such as amusement, commercial laundry, kiosk and others. It has designed and marketed systems and solutions that facilitate electronic payment options, as well as telemetry and machine-to-machine (M2M) services, which include the ability to remotely monitor, control and report on the results of distributed assets containing its electronic payment solutions. The Company derives its revenues from license and transaction fees resulting from connections to, as well as services provided by, its ePort Connect service.
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