USA Technologies, Inc. (NASDAQ:USAT) announced today that the Company
has set the close of trading on The NASDAQ Global Market on July 10,
2009, as the record date for its previously announced rights offering of
common stock.
Under the terms of the rights offering, the Company will distribute at
no charge to the holders of its common stock as of the record date
transferable rights to purchase up to an aggregate of $15,000,000 worth
of new shares of common stock and warrants. In the rights offering, the
Company will distribute to each such holder one transferable right for
every share of common stock owned on the record date. Each right will
entitle the holder to purchase 1 share of common stock at the
subscription price of $2.50 per share of common stock and a warrant that
would entitle the holder to purchase one share of common stock at the
exercise price of $2.75 per share of common stock, subject to the
Company’s final pricing determination which will be made as of the date
of the final prospectus. Rights holders who fully exercise their rights
will be entitled to subscribe, subject to certain limitations and
subject to allotment, for additional shares that remain unsubscribed as
a result of any unexercised rights in an amount equal to up to 400% of
the shares of common stock for which such subscriber was otherwise
entitled to subscribe. Consummation of the rights offering is subject to
customary closing conditions.
The Company anticipates the following important dates for the rights
offering. These dates are subject to change, and you should review the
prospectus, when available, to determine the actual dates related to the
rights offering.
Important Dates: Last Day to Buy Stock and Receive Rights: July 7,
2009(1); Shares Trade Ex-Rights: July 8, 2009; Record Date: July 10,
2009; Rights Eligible for Trading: July 8, 2009; Subscription Period:
From July 10, 2009 to July 31, 2009(2); Last Day Rights May Be Traded:
July 30, 2009(2); Expiration Date: July 31, 2009(2).
(1) Assumes three day settlement.
(2) Unless the offering is
extended.
The Company has engaged William Blair & Company and Maxim Group LLC to
act as the dealer-managers for the rights offering and MacKenzie
Partners, Inc. to act as the information agent.
A registration statement related to these securities was filed with the
Securities and Exchange Commission. The registration statement has not
yet become effective. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement becomes
effective.