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 10.31
EX-10 | 1st Page of 7 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
---|
Exhibit 10.31
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 400,000 COMMON STOCK OPTIONS
NO. 140
USA TECHNOLOGIES, INC.
COMMON STOCK OPTIONS
(This Option will be void if not exercised
by the date provided below.)
1. Options. Subject to the terms and conditions hereof, this certifies that
STEPHEN P. HERBERT is the owner of 400,000 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 $.75 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.
a. Notwithstanding anything contained herein to
the contrary, the Options represented by this Certificate shall only become
vested and exercisable by HERBERT in accordance with the terms and conditions
set forth in this Section 3. If HERBERT is employed by the Company as of the
date set forth in Column "A" below, the number of Options set forth in Column
"B" below shall on such date become irrevocably and absolutely vested and
exercisable.
Column "A" Column "B"
---------- ----------
Vesting Date Options Vested
------------ --------------
July 14, 1996 50,000
October 14, 1996 50,000
January 14, 1997 50,000
April 14, 1997 50,000
July 14, 1997 25,000
October 14, 1997 25,000
January 14, 1998 25,000
April 14, 1998 25,000
July 14, 1998 25,000
October 14, 1998 25,000
January 14, 1999 25,000
April 14, 1999 25,000
-------
Total . . . . . . . . . 400,000
b. The Employment And Non-Competition Agreement dated March 8,
1996 between HERBERT and the Company, including any and all supplements,
amendments, or modifications thereto (the "Employment Agreement"), is hereby
incorporated herein by reference. The terms and conditions thereof shall be used
to determine whether HERBERT is employed by the Company on any particular
vesting date. Therefore, and as set forth in the Employment Agreement, HERBERT's
employment would be considered terminated upon his death or disability under
Section 4 thereof, or upon notice given to HERBERT by the Company under Section
3 thereof, or upon notice given by the Company or HERBERT under Section 1(a)
thereof.
c. If pursuant hereto HERBERT shall not become vested in any
Option or Options, he shall only forfeit the Option or Options not so vested.
Any Option or Options previously vested pursuant hereto shall nevertheless
remain fully vested and exercisable all in accordance with the terms hereof.
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
2
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.
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
3
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, 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
4
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.
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
5
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
-------------------------------
Keith L. Sterling, Secretary
Dated: April 15, 1996
6
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 Cetificate, then a new Certificate for
the balance remaining of the shares of Common Stock purchasable shall be
registeed in the name of, and delivered, to the undersigned at the following
address:___________________________________________________________.
Dated: _________ , 19___ Signature:__________________________
7
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
---|
This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
---|
| | |
Filed on: | | 8/2/96 | | | | | | | None on these Dates |
| | 4/15/96 | | 6 |
| | 3/8/96 | | 2 |
| List all Filings |
↑Top
Filing Submission 0000950116-96-000711 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., Apr. 24, 8:38:22.1pm ET