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 10.29
EX-10 | 1st Page of 7 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
---|
Exhibit 10.29
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 100,000 COMMON STOCK OPTIONS
NO. 144
USA TECHNOLOGIES, INC.
COMMON STOCK OPTIONS
(These Options will be void if not exercised
by the Termination Dates specified below.)
1. Options. Subject to the terms and conditions hereof, this
certifies that MICHAEL LAWLOR is the owner of 100,000 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.
2. Option Price. The Options, when vested, shall be exercised
by delivery to the Company (prior to the Termination Date for such Options) 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 issued pursuant hereto. 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.
3. Vesting of Options.
I. Notwithstanding anything contained herein to the contrary, the Options
represented by this Certificate shall only become vested and exercisable by
LAWLOR in accordance with the terms and conditions set forth in this Section 3.
If LAWLOR 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
------------ --------------
October 7, 1996 12,500
January 7, 1997 12,500
April 7, 1997 12,500
July 7, 1997 12,500
October 7, 1997 12,500
January 7, 1998 12,500
April 7, 1998 12,500
July 7, 1998 12,500
------
Total . . . . . . . . . . . . . . . . . . 100,000
The Employment And Non-Competition Agreement dated June 7,
1996 between LAWLOR 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 LAWLOR is employed by the Company on any particular vesting
date. Therefore, and as set forth in the Employment Agreement, LAWLOR's
employment would be considered terminated upon his death or disability under
Section 4 thereof, or upon notice given to LAWLOR by the Company under Section 3
thereof, or upon notice given by the Company or LAWLOR under Section 1(a)
thereof.
If pursuant hereto LAWLOR shall not become vested in any
particular 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.
4. 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
2
shall be under no duty to deliver any certificate for such Common Stock.
5. 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.
6. Termination Date. All of the Options must be exercised in
accordance with the terms hereof prior to the Termination Date relating to any
such Option. At and after the Termination Date relating to any such Option any
and all unexercised rights hereunder relating to such Option shall become null
and void and such Option shall without any action on behalf of the Company
become null and void.
7. 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.
8. 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
3
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.
(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 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
4
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.
d. 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.
e. 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.
9. 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.
10. 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.
11. 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.
12. 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.
5
13. 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: July 8, 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 to and registered in the name of, and
delivered to, the undersigned at the following
address:________________________________________
______________________________________________________________________________
_________________. If said number of shares of Common Stock shall not be all the
shares purchasable under the Certificate, then a new Common Stock Option
Certificate for the balance remaining of the shares of Common Stock purchasable
shall be issued to and registered in the name of, and delivered to, the
undersigned at the address set forth above.
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 |
| | 7/8/96 | | 6 |
| | 6/7/96 | | 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, 6:11:45.1am ET