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-4 — Exhibit 4.2
| EX-4 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 4.2
SEE LEGEND ON REVERSE
NUMBER LOGO Warrants
W96-
USA
TECHNOLOGIES
USA TECHNOLOGIES, INC.
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
Void After 5:00 p.m. Eastern Standard Time, on May 31, 2001
Warrants to Purchase Common Stock
of USA Technologies, Inc.
THIS CERTIFIES, that for value received
or registered assigns, is the owner of the number of Common Stock Purchase
Warrants set forth above (subject to adjustment as referred to below), each of
which represents the right, at any time prior to the Expiration Date (as
hereinafter defined), to purchase one fully paid and nonassessable share of the
Common Stock, no par value ("Common Stock"), of USA Technologies, Inc., a
Pennsylvania corporation (the "Company"), at the price of $.50 per share
(subject to adjustment as referred to below)(as it may be adjusted from time to
time, the "Warrant Price), subject to the terms and conditions hereof and of the
Warrant Agreement (as hereinafter defined). Each such purchase to be made, and
to be deemed effective for the purpose of determining the date of exercise
hereof, only upon surrender of this Warrant Certificate to the Company at the
office in New York, New York, of the American Stock Transfer & Trust Company, as
Warrant Agent (the "Warrant Agent) (or any successor Warrant Agent), with the
form of Election to Exercise on the reverse hereof duly completed and executed
and upon simultaneous payment, to the Warrant Agent for the account of the
Company, in cash or by certified or bank cashier's check, of the exercise price
as provided in the Warrant Agreement and upon compliance with and subject to the
conditions set forth herein and in the Warrant Agreement. Each Warrant may be
exercised on any Business Day (as hereinafter defined) on or after June 1, 1996,
and on or before 5:00 p.m. Eastern Standard Time, on May 31, 2001 (the
"Expiration Date"). After the Expiration Date, any previously unexercised
Warrants shall be void, have no value, and be of no further effect.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement, dated as of May 1, 1996 (herein called the "Warrant
Agreement"), between the Company and the Warrant Agent and is subject to the
terms of the Warrant Agreement, to all of which terms every holder of this
Warrant Certificate consents by acceptance hereof. Reference is hereby made to
the Warrant Agreement for a more complete statement of the rights and
limitations of rights of the registered holder hereof, the rights and duties of
the Warrant Agent and the rights and obligations of the Company thereunder.
Copies of the Warrant Agreement are on file at the office of the Warrant Agent.
The number of shares of Common Stock which may be purchased upon the exercise of
the Warrants represented hereby and the purchase price per share upon such
exercise shall be subject to adjustment from time to time as provided in Section
9 of the Warrant Agreement.
The Company shall not be required upon the exercise of the Warrants
represented hereby to issue fractions of shares but in lieu thereof the Company
shall pay in cash an appropriate amount for any fraction of a share based upon
the last reported sales price of the Common Stock on the trading day immediately
preceding the date of exercise (all as computed in the Warrant Agreement). If
the Warrants represented hereby shall be exercised in part, the registered
holder hereof shall be entitled to receive, upon surrender hereof, a new Warrant
Certificate for the number of Warrants not exercised as provided in the Warrant
Agreement.
This Warrant Certificate may be exchanged at the office in New York,
New York of the Warrant Agent (or at the office of its successor as Warrant
Agent), either separately or in combination with other Warrant Certificates, for
new Warrant Certificates representing the same aggregate number of Warrants as
were evidenced by the Warrant Certificate or Warrant Certificate
exchanged, upon compliance with and subject to the conditions set forth herein
and in the Warrant Agreement.
This Warrant Certificate is transferable at the office in New York, New
York, of the Warrant Agent (or of its successor as Warrant Agent) by the
registered holder hereof in person or by attorney duly authorized in writing,
upon surrender of this Warrant Certificate and upon compliance with and subject
to the conditions set forth herein and in the Warrant Agreement. Upon any such
transfer, a new Warrant Certificate or new Warrant Certificates of different
denominations, representing in the aggregate a like number of Warrants, will be
issued to the transferee. Every holder of Warrants, by accepting this Warrant
Certificate, consents and agrees with the Company, the Warrant Agent and with
every subsequent holder of this Warrant Certificate that until the registration
of transfer of this Warrant Certificate is effected on the books of the Warrant
Agent, the Company and the Warrant Agent may deem and treat the person in whose
name this Warrant Certificate is registered as the absolute and lawful owner of
the Warrants represented hereby for all purposes whatsoever and neither the
Company nor the Warrant Agent shall be affected by any notice to the contrary.
This Warrant Certificate does not entitle the registered holder hereof
to any of the rights of a stockholder of the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be executed by its President, by manual or facsimile signature and a facsimile
of its corporate seal to be affixed or imprinted hereon, attested by its
Secretary, by manual or facsimile signature.
Dated: USA TECHNOLOGIES, INC.
BY /s/ Keith L. Sterling BY /s/ George R. Jensen, Jr.
--------------------------- ---------------------------
Secretary President
USA TECHNOLOGIES, INC.
CORPORATE SEAL
------
1992
------
PENNSYLVANIA
*
THE WARRANTS REPRESENTED BY THIS CERTIFICATE, AS WELL AS THE COMMON STOCK
UNDERLYING THE WARRANTS, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH
WARRANTS AND THE COMMON STOCK UNDERLYING THE WARRANTS HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND
REGULATIONS, UNLESS, IN THE OPINION OF COUNSEL TO THE COMPANY, SUCH REGISTRATION
IS NOT REQUIRED.
SUBSCRIPTION FORM
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise _______________
Warrants represented by this Warrant Certificate, and to purchase the securities
issuable upon the exercise of such Warrants, and requests that such securities
shall be issued in the name of
--------------------------------------------------------------------------------
(Name)
--------------------------------------------------------------------------------
(Address)
--------------------------------------------------------------------------------
(Social Security or other identifying number)
and be delivered to
--------------------------------------------------------------------------------
(Name)
--------------------------------------------------------------------------------
(Address)
--------------------------------------------------------------------------------
Notice: The signature on this subscription form must correspond with
the name as written upon the face of the within Warrant, or upon the assignment
form on the reverse thereof, in every particular, without alteration or
enlargement, or any change whatsoever and must be guaranteed by a bank, other
than a savings bank, or trust company having an office or correspondent in New
York, New York, or by a firm having membership on a registered national
securities exchange and an office in New York, New York.
Signature:
------------------------------------
----------------------------------
Signature Guarantee
ASSIGNMENT
For value received, __________________________________________________
________________________ hereby sells, assigns and transfers unto _____________
_______________________ Warrants represented by the within Warrant Certificate,
together with all right, title and interest herein, and does hereby irrevocably
constitute and appoint
_____________________________ attorney, to transfer this Warrant Certificate on
the books of the within-name company, with full power of substitution.
Dated: __________________________, 19______
------------------------------------------------
Signature of Warrant Holder
------------------------------------------------
Printed Name of Warrant Holder
------------------------------------------------
Social Security Number
---------------------------------------
Signature of Guarantee
--------------------------------------------------------------------------------
Notice: The signature on this subscription form must correspond with
the name as written upon the face of the within Warrant, or upon the assignment
form on the reverse thereof, in every particular, without alteration or
enlargement, or any change whatsoever and must be guaranteed by a bank, other
than a savings bank, or trust company having an office or correspondent in New
York, New York, or by a firm having membership on a registered national
securities exchange and an office in New York, New York.
IMPORTANT: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A
MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE, OR BY A COMMERCIAL
BANK OR A TRUST COMPANY.
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 5/31/01 | | 1 | | | | | None on these Dates |
| Filed on: | | 8/2/96 |
| | 6/1/96 | | 1 |
| | 5/1/96 | | 1 |
| List all Filings |
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