| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*| SAC CAPITAL ASSOCIATES LLC |
| P.O. BOX 58, VICTORIA HOUSE,, THE VALLEY | |
(Street)| ANGUILLA, BRITISH WEST INDIES | | |
| 2. Issuer Name and Ticker or Trading Symbol
USA TECHNOLOGIES INC
[USAT] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | X | 10% Owner | | Officer (give title below) | X | Other (specify below) | | See Footnote (1) |
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3. Date of Earliest Transaction (Month/Day/Year)
10/01/2008 |
4. If Amendment, Date of Original Filed (Month/Day/Year)
| 6. Individual or Joint/Group Filing (Check Applicable Line) | Form filed by One Reporting Person | | X | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1.Title of Security
(Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code
(Instr. 8) | 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) | 7. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
1. Title of Derivative Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) | 6. Date Exercisable and Expiration Date
(Month/Day/Year) | 7. Title and Amount of Underlying Securities
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) | 11. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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Warrant
| $
5.9
| 10/01/2008 | | J | |
0
| | 09/14/2007 | 09/14/2013 |
Common Stock
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903,955
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1
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I
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See footnote
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1. Name and Address of Reporting Person*| SAC CAPITAL ASSOCIATES LLC |
| P.O. BOX 58, VICTORIA HOUSE,, THE VALLEY | |
(Street)| ANGUILLA, BRITISH WEST INDIES | | |
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*| COHEN STEVEN A/SAC CAPITAL MGMT LP |
(Street)
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| Explanation of Responses: |
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Remarks:
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| /s/ Peter Nussbaum, as Authorized Person on behalf of the following: S.A.C. CAPITAL ASSOCIATES, LLC, S.A.C. CAPITAL ADVISORS, L.P., S.A.C. CAPITAL ADVISORS, INC., STEVEN A. COHEN | 03/12/2009 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99.1 - Explanation of Responses
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(1) S.A.C. Capital Advisors, L.P. ("SAC Capital Advisors LP") acts as
investment manager to S.A.C. Capital Associates, LLC ("SAC Associates")
and, pursuant to an investment management agreement, SAC Capital Advisors
LP maintains investment and voting power with respect to securities held by
SAC Associates. S.A.C. Capital Advisors, Inc. ("SAC Capital Advisors Inc.")
is the general partner of SAC Capital Advisors LP. Steven A. Cohen controls
SAC Capital Advisors Inc. In accordance with Instruction 5(b)(iv), the
entire amount of the Issuer's Common Stock held by SAC Associates is
reported herein. Each of SAC Capital Advisors LP, SAC Capital Advisors
Inc., and Steven A. Cohen disclaims any beneficial ownership of any of the
Issuer's securities to which this report relates for purposes of Section
16 of the Securities Exchange Act of 1934, as amended, except to the extent
of their respective indirect pecuniary interests therein, and this report
shall not be deemed an admission that SAC Capital Advisors LP, SAC Capital
Advisors Inc., or Steven A. Cohen is the beneficial owner of such
securities for purposes of Section 16 or for any other purposes.
(2) As previously reported, the Issuer entered into a Securities Purchase
Agreement (the "SPA") with SAC Associates on March 14, 2007. Pursuant to
the SPA, the Issuer issued a warrant to SAC Associates to purchase up to
833,333 shares of Common Stock at an exercise price of $6.40 per share (the
"Warrant"). On October 1, 2008, the Issuer made an automatic downward
adjustment in the exercise price of the Warrant and an automatic upward
adjustment in the number shares of Common Stock underlying the Warrant (the
"Adjustment"), which are reflected here. The Adjustment occurred
automatically pursuant to the anti-dilution terms of the Warrant, which
provide for an automatic downward adjustment to the exercise price and an
automatic upward adjustment in the number of warrant shares in the event of
a dilutive issuance. The Issuer gave written notice of the Adjustment to
the Reporting Persons on March 12, 2009.
Exhibit 99.2 - Form 4 Joint Filer Information
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Name: S.A.C. Capital Advisors, L.P.
Address: 72 Cummings Point Road, Stamford CT 06902
Designated Filer: S.A.C. Capital Associates, LLC
Issuer & Ticker Symbol: USA TECHNOLOGIES, INC. ("USAT")
Date of Event Requiring Statement: 10/1/2008
Name: S.A.C. Capital Advisors, Inc.
Address: 72 Cummings Point Road, Stamford CT 06902
Designated Filer: S.A.C. Capital Associates, LLC
Issuer & Ticker Symbol: USA TECHNOLOGIES, INC. ("USAT")
Date of Event Requiring Statement: 10/1/2008
Name: Steven A. Cohen
Address: 72 Cummings Point Road, Stamford CT 06902
Designated Filer: S.A.C. Capital Associates, LLC
Issuer & Ticker Symbol: USA TECHNOLOGIES, INC. ("USAT")
Date of Event Requiring Statement: 10/1/2008