The overhaul continues ... Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2020, Patricia A. Oelrich resigned from her position as a director on the Board of Directors of USA Technologies, Inc. (the “Company”) effective the same day. Ms. Oelrich’s resignation was not the result of any disagreement between Ms. Oelrich and the Company on any matter relating to the Company’s operations, policies or practices.
Departure of Chief Financial Officer
On June 29, 2020, the Company terminated the employment of Michael Wasserfuhr, its former Chief Financial Officer.
(c) Appointment of Interim Chief Financial Officer
On June 29, 2020, the Company appointed Eugene C. Cavanaugh as the Company’s interim Chief Financial Officer, effective as of July 1, 2020. In connection with his appointment, Mr. Cavanaugh entered into an independent contractor agreement with the Company, dated as of June 29, 2020 (the “Cavanaugh Agreement”), which provides that Mr. Cavanaugh will be compensated with the following per month of his engagement: (i) $15,000 in cash, and (ii) 3,000 shares of Company common stock, in each case prorated for any partial month of service. The Cavanaugh Agreement will remain in effect until the Company appoints a permanent Chief Financial Officer (unless earlier terminated by either the Company or Mr. Cavanaugh). The Company has commenced a search for a permanent Chief Financial Officer.
Mr. Cavanaugh, 63, has over 30 years’ experience in corporate finance, treasury, as well as strategic planning, risk management and operations management, across multiple industries - from start-ups, to the Fortune 100. Most recently, he worked as a private investor and consultant, providing CFO level financial management and process improvement for portfolio companies of Triple Tree Capital Partners, an independent merchant bank in Minneapolis, and other independent companies. Previously, Mr. Cavanaugh was a member of the executive leadership team at UnitedHealth Group (UHG), a managed health care company, and was the CFO of its $3+ billion Uniprise business segment. There, he led the completion of the $1.6 billion MetraHealth acquisition integration, which included building a finance organization, creating a business unit balance sheet and management reporting process, improving internal controls, rationalizing legacy systems and reducing DSOs in the national account business. As part of his role as CFO, Mr. Cavanaugh was also Treasurer of UnitedHealthcare Insurance Co. of Connecticut, the primary insurance carrier for UHG’s non-HMO products nationally, and responsible for legal entity reporting and compliance, with Connecticut insurance regulations. Prior to joining UnitedHealth Group, Mr. Cavanaugh managed Arthur Andersen’s finance and accounting outsourcing practice in Metro Philadelphia. He is a graduate of Villanova University.
There is no arrangement or understanding between Mr. Cavanaugh and any other persons in connection with Mr. Cavanaugh’s appointment as interim Chief Financial Officer (other than the Cavanaugh Agreement), and Mr. Cavanaugh has no family relationship with any director or executive officer of the Company. Mr. Cavanaugh has no direct or indirect material interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.
The foregoing summary of the Cavanaugh Agreement does not purport to be complete and is qualified in its entirety by the full text of the Cavanaugh Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1, and incorporated herein by this reference.
The Rosen Law Firm, P.A. Announces Proposed Class Action Settlement on Behalf of Purchasers of Common Stock of USA Technologies, Inc. -- USAT 8:12 am ET July 13, 2020 (Globe Newswire)
Seems as if they could be getting off cheap. It could have been a lot worse. - FUNMAN
The Rosen Law Firm, P.A. announces that the United States District Court for the Eastern District of Pennsylvania has approved the following announcement of a proposed class action settlement that would benefit purchasers of USA Technologies, Inc. Common Stock (OTCMKTS:USAT):
SUMMARY NOTICE OF PENDENCY AND PROPOSED CLASS ACTION SETTLEMENT
TO: ALL PERSONS WHO PURCHASED OR ACQUIRED USA TECHNOLOGIES, INC. ("USAT") COMMON STOCK FROM AUGUST 22, 2017 THROUGH FEBRUARY 6, 2019, BOTH DATES INCLUSIVE, AND/OR PURCHASED USAT COMMON STOCK IN OR TRACEABLE TO USAT'S MAY 23, 2018 FOLLOW-ON PUBLIC OFFERING.
YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District Court for the Eastern District of Pennsylvania, that a hearing will be held on October 30, 2020, at 10:30 a.m. before the Honorable Joel H. Slomsky, United States District Judge of the Eastern District of Pennsylvania, James A. Byrne U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106 for the purpose of determining: (1) whether the proposed Settlement of the claims in the above-captioned Action for consideration including the sum of $15,300,000.00 should be approved by the Court as fair, reasonable, and adequate; (2) whether the proposed plan to distribute the Settlement proceeds is fair, reasonable, and adequate; (3) whether the application of Plaintiffs' Counsel for an award of attorneys' fees of up to 20% plus interest of the Settlement Amount, reimbursement of expenses of not more than $125,000, and an Award to Plaintiffs of no more than $20,000 in total, should be approved; and (4) whether this Action should be dismissed with prejudice as set forth in the Stipulation and Agreement of Settlement, dated May 29, 2020 (the "Settlement Stipulation"). The Court reserves the right to hold the Settlement Hearing telephonically or by other virtual means.
If you purchased or otherwise acquired USAT common stock during the period from August 22, 2017 through February 6, 2019, both dates inclusive, and/or in or traceable to USAT's May 23, 2018 follow-on public offering pursuant to USAT's Registration Statement and Prospectus issued in connection therewith, your rights may be affected by this Settlement, including the release and extinguishment of claims you may possess relating to your ownership interest in USAT common stock. If you have not received a detailed Notice of Pendency and Proposed Settlement of Class Action ("Notice") and a copy of the Proof of Claim and Release Form, by First Class mail or this Summary Notice by email, you may obtain copies by writing to or calling the Claims Administrator: USA Technologies, Inc. Securities Litigation, c/o Strategic Claims Services, 600 N. Jackson St., Ste. 205, P.O. Box 230, Media, PA 19063; (Tel) (866) 274-4004; (Fax) (610) 565-7985; info@strategicclaims.net. You can also download copies of the Notice and submit your Proof of Claim and Release Form online at www.strategicclaims.net. If you are a member of the Settlement Class, in order to share in the distribution of the Net Settlement Fund, you must submit a Proof of Claim and Release Form electronically or postmarked no later than September 10, 2020 to the Claims Administrator, establishing that you are entitled to recovery. Unless you submit a written exclusion request, you will be bound by any judgment rendered in the Action whether or not you make a claim.
If you desire to be excluded from the Settlement Class, you must submit to the Claims Administrator a request for exclusion so that it is received no later than October 9, 2020, in the manner and form explained in the Notice. All members of the Settlement Class who have not requested exclusion from the Settlement Class will be bound by any judgment entered in the Action pursuant to the Settlement Stipulation.
Any objection to the Settlement, Plan of Allocation, or Plaintiffs' Counsel's request for an award of attorneys' fees and reimbursement of expenses and Award to Plaintiffs must be in the manner and form explained in the detailed Notice and received no later than October 9, 2020, and must be mailed to each of the following:
Clerk of the Court LEAD COUNSEL: United States District Court THE ROSEN LAW FIRM, P.A. Eastern District of Pennsylvania Phillip Kim James A. Byrne U.S. Courthouse 101 Greenwood Avenue 601 Market Street Suite 440 Philadelphia, PA 19106 Jenkintown, PA 19046 COUNSEL FOR DEFENDANTS USAT AND HERBERT: COUNSEL FOR DEFENDANTS BARNHART, BROOKS, METZGER, MOSCHNER, REILLY, AND SCHOCH: BALLARD SPAHR LLP FOX ROTHSCHILD LLP M. Norman Goldberger Abraham C. Reich 1735 Market Street, 51st Floor Gerald E. Arth Philadelphia, PA 19103 2000 Market Street, 20th Floor Philadelphia PA 19103 COUNSEL FOR DEFENDANT SINGH: COUNSEL FOR DEFENDANTS WILLIAM BLAIR & COMPANY, L.L.C., CRAIG-HALLUM CAPITAL GROUP LLC, NORTHLAND SECURITIES, INC., AND BARRINGTON RESEARCH ASSOCIATES, INC.: BAKER & HOSTETLER LLP MORGAN, LEWIS & BOCKIUS LLP Douglas W. Greene Marc J. Sonnenfeld 45 Rockefeller Plaza 1701 Market Street New York, NY 10111 Philadelphia, PA 19103 If you have any questions about the Settlement, you may call or write to Lead Counsel:
THE ROSEN LAW FIRM, P.A.
Phillip Kim
101 Greenwood Avenue, Suite 440
Jenkintown, PA 19046
Tel: (215) 600-2817
pkim@rosenlegal.com
PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING THIS NOTICE.
Dated: June 19, 2020 _____________________________ BY ORDER OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA ___________________________
All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Stipulation and Agreement of Settlement, dated May 29, 2020 (the "Settlement Stipulation").
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