Filing Details
- Accession Number:
- 0001193125-20-121144
- Form Type:
- 13D Filing
- Publication Date:
- 2020-04-27 17:18:03
- Filed By:
- Hudson Executive Capital
- Company:
- Cantaloupe Inc. (NASDAQ:CTLP)
- Filing Date:
- 2020-04-27
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Hudson Executive Capital | 0 | 10,385,172 | 0 | 10,385,172 | 10,385,172 | 16.2% |
| HEC Management GP | 0 | 10,385,172 | 0 | 10,385,172 | 10,385,172 | 16.2% |
| Douglas L. Braunstein | 0 | 10,385,172 | 0 | 10,385,172 | 10,385,172 | 16.2% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
USA Technologies, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
90328S500
(CUSIP Number)
Michael D. Pinnisi
Hudson Executive Capital LP
570 Lexington Avenue, 35th Floor
New York, NY 10022
(212) 521-8495
with a copy to:
Richard M. Brand
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 26, 2020
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 90328S500 | SCHEDULE 13D | Page 2 of 7 Pages |
| 1 | NAMES OF REPORTING PERSON
Hudson Executive Capital LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
10,385,172 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
10,385,172 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,385,172 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
PN, IA | |||||
| (1) | Calculated based on 64,174,824 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the Company), as reported in the Companys Proxy Statement filed March 24, 2020. |
| CUSIP No. 90328S500 | SCHEDULE 13D | Page 3 of 7 Pages |
| 1 | NAMES OF REPORTING PERSON
HEC Management GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
10,385,172 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
10,385,172 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,385,172 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
PN, IA | |||||
| (2) | Calculated based on 64,174,824 shares of outstanding common stock, no par value, of the Company as reported in the Companys Proxy Statement filed March 24, 2020. |
| CUSIP No. 90328S500 | SCHEDULE 13D | Page 4 of 7 Pages |
| 1 | NAMES OF REPORTING PERSON
Douglas L. Braunstein | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
10,385,172 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
10,385,172 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,385,172 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2% (3) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (3) | Calculated based on 64,174,824 shares of outstanding common stock, no par value, of the Company as reported in the Companys Proxy Statement filed March 24, 2020. |
| CUSIP No. 90328S500 | SCHEDULE 13D | Page 5 of 7 Pages |
| ITEM 1. | SECURITY AND ISSUER |
This Amendment No. 9 to Schedule 13D (this Amendment No. 9) relates to the Schedule 13D filed on May 20, 2019 (the Initial 13D and, as amended and supplemented through the date of this Amendment No. 9, collectively, the Schedule 13D) by the Reporting Persons, relating to the common stock, no par value (the Shares), of USA Technologies, Inc., a company organized under the laws of the State of Pennsylvania (the Company). Capitalized terms used but not defined in this Amendment No. 9 shall have the meanings set forth in the Schedule 13D.
The Reporting Persons beneficially own an aggregate of 10,385,172 Shares (the Subject Shares). The Subject Shares represent approximately 16.2% of the issued and outstanding based on 64,174,824 outstanding Shares, as reported in the Companys Proxy Statement filed March 24, 2020.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 is hereby amended and supplemented by adding the following information:
The information set forth in Item 6 is incorporated herein by reference.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On April 26, 2020, the Company entered into a letter agreement (the Letter Agreement) with Hudson Executive Capital LP (Hudson Executive), on behalf of itself, its affiliates and its affiliated funds (such affiliates and affiliated funds, together with Hudson Executive, collectively, the HEC Group).
Pursuant to the Letter Agreement:
| Lisa P. Baird, Douglas G. Bergeron, Douglas L. Braunstein, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling and Shannon S. Warren (the New Directors) were appointed to the Companys Board of Directors (the Board), effective upon execution of the Letter Agreement; |
| Kelly Ann Kay, Robert L. Metzger, Sunil Sabharwal, William J. Schoch and Ingrid S. Stafford resigned from the Board, effective upon execution of the Letter Agreement; |
| The Company agreed to nominate Donald W. Layden, Jr. and Patricia A. Oelrich (the Incumbent Directors) and the New Directors (collectively, the Continuing Directors) for election at the 2020 annual meeting of shareholders (the 2020 Annual Meeting), distribute a revised proxy statement for the 2020 Annual Meeting that reflects the nomination of the Continuing Directors, and use its reasonable best efforts to cause the election of the Continuing Directors at the 2020 Annual Meeting; |
| Each member of the HEC Group will cause its Shares to be voted in favor of the election of the Continuing Directors; |
| The HEC Group and the Company shall file all necessary documents to effect the dismissal with prejudice of the action captioned HEC Master Fund LP v. USA Technologies, Inc., et al., case number 2019-11640-MJ; and |
| The HEC Group withdrew its shareholder demand for board action, dated as of February 12, 2020. |
The foregoing summary of the Letter Agreement is qualified in its entirety by reference to the actual language of that agreement, a copy of which is filed herewith as Exhibit 99.5 and is incorporated herein by reference.
| CUSIP No. 90328S500 | SCHEDULE 13D | Page 6 of 7 Pages |
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit 99.5 | Letter Agreement, dated April 26, 2020, by and between USA Technologies, Inc. and Hudson Executive Capital LP. |
| CUSIP No. 90328S500 | SCHEDULE 13D | Page 7 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 27, 2020
| HUDSON EXECUTIVE CAPITAL LP | ||
| By: | HEC Management GP, LLC, its general partner | |
| By: | /s/ Douglas L. Braunstein | |
| Name: | Douglas L. Braunstein | |
| Title: | Managing Member | |
| HEC MANAGEMENT GP LLC | ||
| By: | /s/ Douglas L. Braunstein | |
| Name: | Douglas L. Braunstein | |
| Title: | Managing Member | |
| DOUGLAS L. BRAUNSTEIN | ||
| By: | /s/ Douglas L. Braunstein | |
| Douglas L. Braunstein | ||