USA TECHNOLOGIES, INC. (NASDAQ:USAT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective January 13, 2019, the Board of Directors (the “Board”) of USA Technologies, Inc. (the “Company”), approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), which were required in order to implement the splitting of the roles of the Chief Executive Officer of the Company and the Chairman of the Board of Directors of the Company (the “Bylaw Amendments”). As previously reported by the Company in the Current Report on Form 8-K dated January 13, 2019, the Board approved certain measures recommended by the Audit Committee as a result of its internal investigation, including the separation of these roles.
A new Section 4.03(d) Chairman was added to the Bylaws which states as follows: “The board of directors shall annually elect from among the members of the board a chairman of the board who shall qualify as independent under the applicable listing standards of The Nasdaq Stock Market LLC or such other securities market on which the Company’s securities are listed. Any vacancy in the position of the chairman shall be filled at such time and in such manner as the board of directors shall determine.”
Section 5.07 Chief Executive Officer of the Bylaws was amended to, among other things, delete the sentence that had provided that the Chairman of the Board shall be the Chief Executive Officer of the Company.
Section 5.01(a) Number, Qualifications and Designation of the Bylaws was amended to eliminate the reference to the Chairman of the Board being an officer of the Company and to indicate that the Chief Executive Officer shall be an officer of the Company.
The Bylaw Amendments also include various updates, clarifications, and conforming changes relating to the foregoing.
The foregoing summary is qualified in its entirety by reference to the Bylaws, as amended by the Bylaw Amendments, which are filed as Exhibit 3.1 hereto, and incorporated by refence herein.
| Item 9.01. |
Financial Statements and Exhibits |
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Amended and Restated Bylaws of the Company, effective as of January 13, 2019 |
USA TECHNOLOGIES INC Exhibit
EX-3.1 2 ex3_1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF USA TECHNOLOGIES,…
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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.