USA Technologies sues dissident shareholders seeking to replace its directors

USA Technologies, Inc., a leader in the networking of wireless non-cash transactions, today announced that the Company and its directors have filed an Answer, Affirmative Defenses, and Counterclaims in the United States District Court for the Eastern District of Pennsylvania against Bradley M. Tirpak and Craig W. Thomas, dissident shareholders seeking to replace three of the Company’s directors with their own nominees. The Counterclaims are based on the dissidents’ alleged violations of the Securities Exchange Act of 1934 in connection with their solicitation of proxies for the Company’s Annual Meeting of Shareholders. USAT’s Answer, Affirmative Defenses, and Counterclaims as well as the dissidents’ complaint have been filed as an exhibit to Form 8-K with the Securities and Exchange Commission.

USAT seeks, among other things, a declaration by the Court that any and all votes that the dissidents have obtained on the basis of their proxy solicitations be declared null and void, and that the Annual Meeting – at which a new vote for the director candidates would take place – be held on June 15, 2010, as rescheduled by USAT’s Board of Directors, with a new record date.

USAT asserts in its Counterclaims, among other things, its view that the dissidents’ actions have prevented a fair shareholder voting contest. In particular, USAT alleges that the dissidents violated Section 14(a) of the Exchange Act by making a solicitation for a proxy to more than ten persons without filing a proxy statement with the SEC. The Company also details the numerous false and misleading statements of material fact and omissions of material fact made by the dissidents in their various written proxy solicitations in order to prejudice USAT shareholders against the Company’s slate of proposed directors. Furthermore, USAT asserts that the dissidents violated Section 13(d) of the Exchange Act because, in connection with the proposed vote for their director candidates, the dissidents formed a “group” with other large shareholders that, collectively, held more than five percent of the Company’s shares, without filing a Schedule 13D with the SEC as required.
 

Source: USA Technologies, Inc.