CANTALOUPE, INC. — Proxy Solicitation & Information Statement 2012

Jun 20, 2012

DEFA14A 1 formdefa14a.htm USA TECHNOLOGIES INC DEFA 14A 6-20-2012 formdefa14a.htm Licensed to: Thomson Reuters Accelus Document Created using EDGARizer 2020 5.4.2.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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USA TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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USA Technologies, Inc. sent the following letter to certain shareholders on June 20, 2012:

June 20, 2012

Dear ____

Thank you for your commitment to USA Technologies and your continued patience throughout this proxy contest. I feel very strongly that USAT’s new leadership team and board of directors are executing on a plan that has fundamentally turned the company around and has put USA Technologies on the right path for generating long-term shareholder value.

I thought you might find the attached presentation, which we presented to Institutional Investor Services (ISS) last week, of interest. As you know, the three leading independent proxy advisory firms—ISS, Glass Lewis and Egan Jones—have each recommended that shareholders vote FOR all nine of USA Technologies’ director nominees. Their individual recommendations for the USAT slate were based upon many factors, including our ability to nearly double revenues while simultaneously reducing expenses.

There has been a significant amount of erroneous information delivered to USAT’s shareholders of late, too much to detail in a single letter. I want to assure you, however, that I am available to answer any questions that you might have as a result of this information in addition to the USAT presentation enclosed and general business inquiries. Please do not hesitate to contact me at 484-359-2106 or via email at sherbert@usatech.com .

Again, thank you for your support. We believe USAT is very much headed in the right direction and the team is working hard to ensure we continue to produce strong results. We look forward to seeing you at our upcoming Annual Meeting.

All the best,

/s/ Stephen P. Herbert

Stephen P . Herbert

Chairman and Chief Executive Officer

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