Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 88 373K
Issuer
2: EX-3 Exhibit 3.1.6 3 14K
3: EX-4 Exhibit 4.1 25 60K
4: EX-4 Exhibit 4.2 4 20K
5: EX-5 Exhibit 5.1 2± 12K
6: EX-10 Exhibit 10.1.2 2 12K
11: EX-10 Exhibit 10.14.2 3 12K
12: EX-10 Exhibit 10.15.1 3 16K
13: EX-10 Exhibit 10.18.1 6 29K
7: EX-10 Exhibit 10.2.1 2 12K
15: EX-10 Exhibit 10.28 10 26K
16: EX-10 Exhibit 10.29 7 31K
8: EX-10 Exhibit 10.3.1 2 12K
17: EX-10 Exhibit 10.30 10 27K
18: EX-10 Exhibit 10.31 7 31K
19: EX-10 Exhibit 10.32 2 16K
20: EX-10 Exhibit 10.33 2 13K
9: EX-10 Exhibit 10.6.1 6 30K
10: EX-10 Exhibit 10.7.1 6 30K
14: EX-10.26 Remarketing Agreement 9 51K
21: EX-23 Exhibit 23.1 1 8K
EX-10 — Exhibit 10.18.1
| EX-10 | 1st Page of 6 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 10.18.1
THESE OPTIONS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW. THESE OPTIONS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE
HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT UNDER SUCH ACT AND SUCH LAWS WITH RESPECT
TO THESE OPTIONS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF, OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
OPTION CERTIFICATE 50,000 COMMON STOCK OPTIONS
NO. 141
USA TECHNOLOGIES, INC.
COMMON STOCK OPTIONS
(This Option will be void if not exercised
by the date provided below.)
I. Options. Subject to the terms and conditions
hereof, this certifies that HAVEN BROCK KOLLS, JR., is the owner of 50,000
Options (the "Options") of USA Technologies, Inc. (the "Company"), a
Pennsylvania corporation. Each Option, when vested in accordance with Section 3
hereof, entitles the owner hereof to purchase from the Company at any time prior
to 5:00 p.m. on the fifth annual anniversary of the vesting of such option (the
"Termination Date"), one fully paid and non-assessable share of the Company's
Common Stock, without par value (the "Common Stock"), subject to adjustment as
provided in Section 8 hereof.
1. Option Price. The Options, when vested, shall be
exercised by delivery to the Company of the option price for each share of
Common Stock being purchased hereunder (the "Option Price"), this Certificate,
and the completed Election To Purchase Form which is attached hereto. The Option
Price shall be $.65 per share of Common Stock to be purchased pursuant to each
Option. The Option Price shall be subject to adjustment as provided in Section 8
hereof. The Option Price is payable either in cash or by certified check or bank
draft payable to the order of the Company.
2. Vesting of Options.
Notwithstanding anything contained herein to the
contrary, the Options represented by this Certificate shall only become vested
and exercisable by KOLLS in accordance with the terms and conditions set forth
in this Section 3. If KOLLS is employed by the Company as of April 30, 1997, the
Options shall on such date become irrevocably and absolutely vested and
exercisable. If KOLLS is not employed by the Company on such date, the Options
shall not become vested and shall be null and void.
The Employment And Non-Competition Agreement dated
May 1, 1994 between KOLLS and the Company, and the First Amendment thereto dated
as of March 20, 1996, as well as any and all further supplements, amendments, or
modifications thereto (collectively, the "Employment Agreement"), are hereby
incorporated herein by reference. The terms and conditions thereof shall be used
to determine whether KOLLS is employed by the Company on the vesting date.
Therefore, and as set forth in the Employment Agreement, KOLLS's employment
would be considered terminated upon his death or disability under Section 4
thereof, or upon notice given to KOLLS by the Company under Section 3 thereof,
or upon notice given by the Company or KOLLS under Section 1A. thereof.
3. Exercise. Upon the surrender of this Certificate
and payment of the Option Price as aforesaid, the Company shall issue and cause
to be delivered with all reasonable dispatch to or upon the written order of the
registered holder of this Option and in such name or names as the registered
holder may designate, a certificate or certificates for the number of full
shares of Common Stock so purchased upon the exercise of any Option. Such
certificate or certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to have become a holder of
record of such Common Stock on and as of the date of the delivery to the Company
of this Certificate and payment of the Option Price as aforesaid. If, however,
at the date of surrender of this Certificate and payment of such Option Price,
the transfer books for the Common Stock purchasable upon the exercise of any
Option shall be closed, the certificates for the Common Stock in respect to
which any such Option are then exercised shall be issued and the owner of such
Common Stock shall become a record owner of such Common Stock on and as of the
next date on which such books shall be opened, and until such date the Company
shall be under no duty to deliver any certificate for such Common Stock.
4. Partial Exercise. The rights of purchase
represented by the Options shall be exercisable, at the election of the
registered holder hereof, either as an entirety, or from time to time for any
part of the Common Stock specified herein and, in the event that the Options are
exercised with respect to less than all of the Common Stock specified herein at
any time prior to the Termination Date, a new Certificate will be issued to such
registered holder for the remaining number of Options not so exercised.
5. Termination Date. All of the Options must be
exercised in accordance with the terms hereof prior to the Termination Date. At
and after the Termination Date any and all unexercised rights hereunder shall
become null and void and the Options shall without any action on behalf of the
Company become null and void.
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6. Lost, Mutilated Certificate. In case this Common
Stock Option Certificate shall become mutilated, lost, stolen or destroyed, the
Company shall issue in exchange and substitution for and upon cancellation of
the mutilated certificate, or in lieu of and in substitution for the Certificate
lost, stolen, or destroyed, a new Certificate of like tenor and representing an
equivalent right or interest, but only upon receipt of evidence satisfactory to
the Company of such loss, theft or destruction of such certificate and
indemnity, if requested, also satisfactory to the Company.
7. Adjustments. Subject and pursuant to the
provisions of this Section 8, the Option Price and number of shares of Common
Stock subject to the Options shall be subject to adjustment from time to time
only as set forth hereinafter:
A. In case the Company shall declare a Common Stock
dividend on the Common Stock, then the Option Price shall be proportionately
decreased as of the close of business on the date of record of said Common Stock
dividend in proportion to such increase of outstanding shares of Common Stock.
B. If the Company shall at any time subdivide its
outstanding Common Stock by recapitalization, reclassification or split-up
thereof, the Option Price immediately prior to such subdivision shall be
proportionately decreased, and, if the Company shall at any time combine the
outstanding shares of Common Stock by recapitalization, reclassification, or
combination thereof, the Option Price immediately prior to such combination
shall be proportionately increased. Any such adjustment to the Option Price
shall become effective at the close of business on the record date for such
subdivision or combination. The Option Price shall be proportionately increased
or decreased, as the case may be, in proportion to such increase or decrease, as
the case may be, of outstanding shares of Common Stock.
C. Upon any adjustment of the Option Price as
hereinabove provided, the number of shares of Common Stock issuable upon
exercise of the Options remaining unexercised immediately prior to any such
adjustment, shall be changed to the number of shares determined by dividing (i)
the appropriate Option Price payable for the purchase of all shares of Common
Stock issuable upon exercise of all of the Options remaining unexercised
immediately prior to such adjustment by (ii) the Option Price per share of
Common Stock in effect immediately after such adjustment. Pursuant to this
formula, the total sum payable to the Company upon the exercise of the Options
remaining unexercised immediately prior to such adjustment shall remain
constant.
D. (i) If any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with another corporation,
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person, or entity, or the sale of all or substantially all of its assets to
another corporation, person, or entity, shall be effected in such a way that
holders of Common Stock shall be entitled to receive stock, securities, cash,
property, or assets with respect to or in exchange for Common Stock, and
provided no election is made by the Company pursuant to subsection (ii) hereof,
then, as a condition of such reorganization, reclassification, consolidation,
merger or sale, the Company or such successor or purchasing corporation, person,
or entity, as the case may be, shall agree that the registered holder of the
Options shall have the right thereafter and until the Termination Date to
exercise such Options for the kind and amount of stock, securities, cash,
property, or assets receivable upon such reorganization, reclassification,
consolidation, merger, or sale by a holder of the number of shares of Common
Stock for the purchase of which such Options might have been exercised
immediately prior to such reorganization, reclassification, consolidation,
merger or sale, subject to such subsequent adjustments which shall be equivalent
or nearly equivalent as may be practicable to the adjustments provided for in
this Section 8.
(ii) Notwithstanding subsection (i) hereof and in
lieu thereof, the Company may elect by written notice to the registered holder
hereof, to require such registered holder to exercise all of the Options
remaining unexercised prior to any such reorganization, reclassification,
consolidation, merger or sale. If the holder of this Option shall not exercise
all or any part of the Options remaining unexercised prior to such event, such
unexercised Options shall automatically become null and void upon the occurrence
of any such event, and of no further force and effect. The Common Stock issued
pursuant to any such exercise shall be deemed to be issued and outstanding
immediately prior to any such event, and shall be entitled to be treated as any
other issued and outstanding share of Common Stock in connection with such
event. If an election is not made by the Company pursuant to this subsection
(ii) in connection with any such event, then the provisions of subsection (i)
hereof shall apply to such event.
E. Whenever the Option Price and number of shares of
Common Stock subject to this Option is adjusted as herein provided, the Company
shall promptly mail to the registered holder of this Option a statement signed
by an officer of the Company setting forth the adjusted Option Price and the
number of shares of Common Stock subject to this Option, determined as so
provided.
F. This form of Certificate need not be changed
because of any adjustment which is required pursuant to this Section 8. However,
the Company may at any time in its sole discretion (which shall be conclusive)
make any change in the form of this Certificate that the Company may deem
appropriate and that does not affect the substance hereof; and any Certificate
thereafter issued, whether in exchange or substitution for this Certificate or
otherwise, may be in the form as so changed.
4
8. Reservation. There has been reserved, and the
Company shall at all times keep reserved out of the authorized and unissued
shares of Common Stock, a number of shares of Common Stock sufficient to provide
for the exercise of the right of purchase represented by the Options. The
Company agrees that all shares of Common Stock issued upon exercise of the
Options shall be, at the time of delivery of the Certificates for such Common
Stock, validly issued and outstanding, fully paid and non-assessable.
9. Fractional Shares. The Company shall not issue any
fractional shares of Common Stock pursuant to any exercise of any Option and
shall pay cash to the holder of any Option in lieu of any such fractional
shares.
10. No Right. The holder of any Options shall not be
entitled to any of the rights of a shareholder of the Company prior to the date
of issuance of the Common Stock by the Company pursuant to an exercise of any
Option.
11. Securities Laws. As a condition to the issuance
of any Common Stock pursuant to the Options, the holder of such Common Stock
shall execute and deliver such representations, warranties, and covenants, that
may be required by applicable federal and state securities law, or that the
Company determines is reasonably necessary in connection with the issuance of
such Common Stock. In addition, the certificates representing the Common Stock
shall contain such legends, or restrictive legends, or stop transfer
instructions, as shall be required by applicable Federal or state securities
laws, or as shall be reasonably required by the Company.
12. Applicable Law. The Options and this Certificate
shall be deemed to be a contract made under the laws of the Commonwealth of
Pennsylvania and for all purposes shall be construed in accordance with the laws
thereof regardless of its choice of law rules.
IN WITNESS WHEREOF, USA TECHNOLOGIES, INC., has
executed and delivered this Certificate and caused its corporate seal to be
affixed hereto.
USA TECHNOLOGIES, INC.
Corporate Seal By: /s/ George R. Jensen, Jr.
-----------------------------------
George R. Jensen, Jr.
Chief Executive Officer
Attest: /s/ Keith L. Sterling, Secretary
----------------------------------
Keith L. Sterling, Secretary
Dated: March 20, 1996
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USA TECHNOLOGIES, INC.
3 Glenhardie Corporate Center
1265 Drummers Lane, Suite 306
Wayne, Pennsylvania 19087
Attn: George R. Jensen, Jr.,
Chief Executive Officer
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the attached Option Certificate No. _____ of
the Company. The undersigned desires to purchase shares of Common Stock provided
for therein and tenders herewith full payment of the Option Price for the shares
of Common Stock being purchased, all in accordance with the Certificate. The
undersigned requests that a Certificate representing such shares of Common Stock
shall be issued in the name of _______________________________________________
______________________________ and be delivered to ___________________________
____________________________________. If said number of shares of Common Stock
shall not be all the shares purchasable under the Certificate, then a new
Certificate for the balance remaining of the shares of Common Stock purchasable
shall be registered in the name of, and delivered, to the undersigned at the
following address:__________________________________________________________
____________________________________________________________________________.
Dated: _________ , 19____ Signature: ___________________________
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 4/30/97 | | 1 | | | | | None on these Dates |
| Filed on: | | 8/2/96 |
| | 3/20/96 | | 2 | | 5 |
| | 5/1/94 | | 2 |
| List all Filings |
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