Current Report Filing (8-k)
2019年11月13日 - 6:11AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 8, 2019
USA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
100 Deerfield Lane, Suite 300
Malvern, Pennsylvania 19355
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: 610-989-0340
n/a
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
(b) On November 8, 2019, Albin F. Moschner retired from the Board of Directors of USA Technologies, Inc. (the "Company") and as Chairman of the Board of Directors of the Company (the “Board”). Mr.
Moschner had been a member of the Board since April 2012 and Chairman of the Board since January 2019.
On November 11, 2019, the Board amended Section 4.03(d) of the Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective on the same date. The amendment provides that the
chairman of the board may, but shall not be required to, 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. The amended Section
4.03(d) provides that the chairman may also serve as the chief executive officer and/or as another officer of the Company.
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 4.03(d) of the Bylaws as in effect immediately prior to
such Bylaw amendment.
Effective November 11, 2019, Donald W. Layden, Jr., was appointed as the Executive Chairman of the Board. Mr. Layden has been a Director of the Company since April 2019, and, since October 17, 2019,
has also served as the interim Chief Executive Officer of the Company.
Effective November 11, 2019, and in connection with the appointment of Mr. Layden as the Executive Chairman of the Board, William J. Schoch was appointed as the lead independent director of the Board.
Mr. Schoch has been a Director of the Company since July 2012, the Chair of the Nominating and Corporate Governance Committee since February 2015, and a member of the Audit Committee since December 2016.
On November 12, 2019, the Company issued a press release announcing the appointment of Mr. Layden as Executive Chairman of the Board and the appointment of Mr. Schoch as the lead independent director
of the Board. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 8.01 in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Pursuant to the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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