SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of report (Date of earliest event reported): March 15, 2002 USA TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Pennsylvania 33-70992 23-269963 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 200 Plant Avenue Wayne, Pennsylvania 19087 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (610) 989-0340 Item 5. Other Events. On March 15, 2002, the Company and Stitch Networks Corporation ("Stitch") and each of Stitch's stockholders entered into a binding letter of intent pursuant to which Stitch would merge with and into a wholly-owned subsidiary of the Company. The letter provides that at the time of the merger, the stockholders of Stitch would receive in exchange for their Stitch shares an aggregate of 24,000,000 shares of common stock of the Company and warrants to purchase up to 8,000,000 shares of common stock of the Company at $.40 per share exercisable at any time prior to June 30, 2002. Any statements set forth above concerning the letter of intent are not necessarily complete, and in each such instance, reference is made to the document, a copy of which is filed herewith as an Exhibit. Each such statement is qualified in its entirety by such reference. Item 7. Exhibits. (c) The following Exhibit is filed as part of this Form 8-K: Exhibit No. Description ----------- ----------- 10.1 Letter Agreement between the Company, Stitch Networks Corporation, David H. Goodman, Pennsylvania Early Stage Partners, L.P., and Maytag Holdings, Inc. dated March 15, 2002 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. USA TECHNOLOGIES, INC. By:/s/George R. Jensen, Jr. ------------------------ George R. Jensen, Jr., Chief Executive Officer March 21, 2002 3