DFAN14A 1 dfan14a08816002_06282012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
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o Soliciting Material Under Rule 14a-12

USA TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
S.A.V.E. PARTNERS IV, LLC LOCKE PARTNERS I LLC JOHN S. IOANNOU AJOY H. KARNA RODMAN K. REEF ANDREW SALISBURY CRAIG W. THOMAS BRADLEY M. TIRPAK GEORGE WALLNER JAMES W. STUCKERT REVOCABLE TRUST U/A DTD 2/10/86 AMENDED & RESTATED 2/7/07 DIANE V. STUCKERT REVOCABLE TRUST U/A DTD 8/7/03 JAMES W. STUCKERT DIANE V. STUCKERT
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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S.A.V.E. Partners IV, LLC, together with the other Participants named herein (“SAVE”), is filing materials contained in this Schedule 14A with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the election of its slate of director nominees at the 2012 annual meeting of shareholders (the “Annual Meeting”) of USA Technologies, Inc. (“USAT”). SAVE has filed a definitive proxy statement with the SEC with regard to the Annual Meeting.
Item 1: On May 24, 2012, S.A.V.E. Partners IV, LLC mailed the following letter to shareholders of USAT together with the definitive proxy statement.

Shareholder Advocates for Value Enhancement |

May 23, 2012
ENCLOSED PLEASE FIND SAVE’S PROXY MATERIALS AND GOLD PROXY CARD
USA Technologies, Inc. Annual Meeting – June 28, 2012
Dear Fellow Shareholders:
S.A.V.E. Partners IV, LLC, its nominees and certain other shareholders are members of a group (“SAVE”) that collectively owns 3,066,939 shares of common stock of USA Technologies, Inc. (“USAT” or the “Company”), representing approximately 9.3% of the Company’s outstanding shares. SAVE is currently the Company’s largest shareholder and our interests are closely aligned with yours. We have nominated seven highly qualified candidates to USAT’s Board of Directors.
PLEASE VOTE THE GOLD PROXY CARD TO CHANGE THE USAT BOARD

| · | USAT’s stock price has declined by more than 43% between May 20, 2011 and May 22, 2012, from $2.26 to $1.28.

| · | USAT’s former Chairman and CEO resigned after being caught posting over 450 inappropriate comments on a Yahoo! message board, resulting in an ongoing SEC investigation.

| · | Through the first nine months of fiscal 2012, the Company has accumulated $4.4 million of operating losses and has burned through over $6 million in cash. We are concerned that negative cash flows may lead to additional dilution of shareholders.

USAT HAS SUED SAVE TO PREVENT US FROM DISCUSSING USAT’S FINANCIAL, OPERATIONAL AND SHARE PRICE PERFORMANCE PRIOR TO MAY 19, 2011
USAT has taken the position in court that our discussion of its financial performance, share price and other matters occurring before May 19, 2011, even if 100% true and disclosed by USAT itself in its public filings with the SEC, may be “disparaging” and therefore prohibited by a contract that members of SAVE signed with USAT in May 2011. In its recent letter to shareholders, USAT claims it has increased transparency and accountability to shareholders. Ask yourself: Is this the type of transparency and accountability you want from your Board? Can you support a Board that is spending your money to prevent you from hearing a full discussion of your Company’s performance? For a discussion of the litigation, see “Background to the Solicitation” in the enclosed proxy statement.
SAVE BELIEVES URGENT CHANGE IS NEEDED ON THE BOARD
We believe the Company’s current Board of Directors lacks the appropriate skills and sense of urgency to make USAT a success. Therefore, we have nominated seven highly qualified individuals who we believe will better represent the interests of all USAT shareholders and have the ability to create long-term shareholder value. We ask that you review our nominees’ credentials and accomplishments, compare them to those of the current Board and its nominees, and simply ask if USAT would benefit more from the experience and expertise SAVE’s nominees would bring.
SAVE HAS A STRONG BUSINESS PLAN TO INVIGORATE THE COMPANY

We encourage you to read the enclosed proxy statement to learn more about our business plan. SAVE believes USAT has significant potential and we are passionate about growing the business. In order to realize this potential and maximize value for all shareholders, we believe USAT requires a new direction and a new Board. SAVE has nominated seven highly qualified candidates with specific expertise in each aspect of the Company’s operations.
VOTE THE ENCLOSED GOLD PROXY CARD TODAY!
We appreciate your support. SAVE urges shareholders NOT to respond to any solicitation made by USAT management and NOT to return USAT’s white proxy card. Even if you have voted a white proxy card, you have every right to change your vote by returning a later dated GOLD proxy card. You can learn more about SAVE and our highly qualified Board candidates at www.SAVEUSAT.com. If you have any questions, please call Morrow & Co., LLC at (203) 658-9400 or toll-free at 800-607-0088 or e-mail info@saveusat.com.

Sincerely, |
/s/ Bradley M. Tirpak | /s/ Craig W. Thomas
Bradley M. Tirpak | Craig W. Thomas

PLEASE VOTE THE ENCLOSED GOLD PROXY CARD TODAY!
www.SAVEUSAT.com

Item 2: On May 24, 2012, S.A.V.E. Partners IV, LLC issued the following press release:
SHAREHOLDER ADVOCATES FOR VALUE ENHANCEMENT (SAVE) FILES
AND COMMENCES MAILING DEFINITIVE PROXY MATERIALS FOR
UPCOMING ANNUAL MEETING OF USA TECHNOLOGIES, INC.
SAVE Urges Shareholders to Vote the GOLD Proxy Card
GREENWICH, Conn., May 24, 2012 /PRNewswire - S.A.V.E. Partners IV, LLC, its nominees and certain other shareholders are members of a group (“SAVE”) that collectively owns 3,096,639 shares of common stock of USA Technologies, Inc. (NASDAQ: USAT) (“USAT” or the “Company”), representing approximately 9.4% of the Company’s outstanding shares. SAVE announced today that it has filed, and commenced mailing to USAT shareholders, definitive proxy materials to elect SAVE’s seven highly qualified nominees to the Board of Directors at the Company’s June 28, 2012 Annual Meeting.
PLEASE WAIT TO VOTE UNTIL YOU RECEIVE SAVE’S GOLD PROXY CARD
SAVE is currently the Company’s largest shareholder and our interests are closely aligned with all USAT shareholders. Shareholders will receive a white proxy card from USAT and a GOLD proxy card from SAVE. SAVE urges USAT shareholders NOT to return the white proxy card sent by the Board of Directors of USAT, even as a protest vote against current management. USAT shareholders that have already voted a white proxy card can revoke that vote by returning a later dated GOLD proxy card they will soon receive.
SAVE URGES ALL SHAREHOLDERS TO VOTE THE GOLD PROXY CARD
SAVE appreciates your support. If you have any questions, please call Morrow & Co., LLC at (203) 658-9400 or toll-free at (800) 607-0088 or email info@SAVEUSAT.com . USAT shareholders can learn more about SAVE and our highly qualified Board candidates at www.SAVEUSAT.com.
Contact:
Morrow & Co., LLC
Tom Ball
John Ferguson
(203) 658-9400
(800) 607-0088
info@SAVEUSAT.COM
www.SAVEUSAT.com

Item 3: The following materials were posted by S.A.V.E. Partners IV, LLC to http://shareholder-advocates-for-value-enhancement.com and http://www.saveusat.com: