<PAGE>

    As filed with the Securities and Exchange Commission on October 21, 1997
                                                          Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      -------------------------------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                      -------------------------------------

                             USA TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

 Pennsylvania                           7359                   23-2679963
(State or other            (Primary Standard Industrial     (I.R.S. employer
jurisdiction of             Classification Code Number)    Identification No.)
incorporation or
organization)
                                200 Plant Avenue
                            Wayne, Pennsylvania 19087
              (Address of principal executive offices and zip code)

--------------------------------------------------------------------------------

                      MICHAEL CARDASCIA CONSULTING AGREEMENT
                            (full title of the plan)

--------------------------------------------------------------------------------

                              George R. Jensen, Jr.
                      President and Chief Executive Officer
                             USA Technologies, Inc.
                                200 Plant Avenue
                            Wayne, Pennsylvania 19087
                                 (610) 989-0340
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Douglas M. Lurio, Esquire
                               Lurio & Associates
                         1760 Market Street, Suite 1300
                             Philadelphia, PA 19103
                                 (215) 665-9300

       -----------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE       

 Title of                      Proposed          Proposed
Securities       Amount         Maximum           Maximum          Amount of
  to be           to be     Offering Price       Aggregate       Registration
 Offered       Registered    Per share (1)   Offering Price (1)     Fee(1)
 -------       ----------    -------------   ------------------    --------

Common Stock    40,000         $ .56            $22,400             $ 73.92

(1)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rule 457(h), the offering price is based upon the average of the bid and
     asked price for the Common Stock on the OTC Electronic Bulletin Board on
     October 10, 1997. The registration fee represents 1/33 of 1% of the 
     proposed maximum aggregate offering price.

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Registrant's annual report on Form 10-KSB for the fiscal year
ended June 30, 1997 is incorporated by reference in the Registration Statement
and made a part hereof. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.


Item 4.  Description of Securities

         The Company is proceeding with the registration of 40,000 shares
pursuant to an agreement with Michael Cardascia dated September 12, 1997. These
shares are being issued for services to be rendered by Mr. Cardascia to the
Company.

         The Company is authorized to issue up to 55,000,000 shares of Common
Stock, no par value ("Common Stock"), and 1,200,000 shares of undesignated
Preferred Stock, all of which has been designated Series A Convertible Preferred
Stock, no par value ("Preferred Stock").

         As of June 30, 1997, there were 29,969,934 shares of Common Stock
issued and outstanding.

                                      II-1

<PAGE>


         The foregoing amount does not reflect shares of Common Stock issuable
by the Company upon the conversion of the Preferred Stock or any accrued and
unpaid dividends thereon. As of June 30, 1997, 861,205 shares of Preferred Stock
were issued and outstanding and are convertible into 10,334,460 shares of Common
Stock through December 31, 1997 and 8,612,050 shares of Common Stock thereafter.
As of June 30, 1997, there were $2,837,086 of accrued and unpaid dividends on
the Preferred Stock which are convertible at the rate of $.83 per share of
Common Stock through December 31, 1997 (3,418,176 shares) and at the rate of
$1.00 per share of Common Stock thereafter (2,837,086 shares). Through June 30,
1997, a total of 45,345 shares of Preferred Stock have been converted into
485,550 shares of Common Stock and accrued and unpaid dividends thereon have
been converted into 174,784 shares of Common Stock.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the remaining 1,414,000 1995 Warrants, 1,998,000 1996
Warrants, 374,000 1996-B Warrants, 1,600,000 1997 Warrants or the 2,000,000
Warrants held by affiliates and/or consultants to GEM Advisors, Inc., issued and
outstanding as of June 30, 1997.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the outstanding stock options or purchase rights to acquire
Common Stock. As of June 30, 1997, the Company has issued to its Directors,
executive officers, consultants, and employees options to acquire up to 100,000
shares of Common Stock at $.50 per share, options to acquire up to 1,236,000
shares of Common Stock at $.45 per share, options to acquire up to 2,565,000
shares of Common Stock at $.25 per share, and options to acquire up to 70,000
shares of Common Stock at $.05 per share. The Company has also issued purchase
rights to acquire up to 157,300 shares of Common Stock at $1.00 per share. All
options to purchase Common Stock were granted at prices at or above the market
value on the date of the grant.

         The holder of each share of Common Stock is entitled to one vote on all
matters submitted to a vote of the shareholders of the Company, including the
election of directors. There is no cumulative voting for directors.

         The holders of Common Stock are entitled to receive such dividends as
the Board of Directors may from time to time declare out of funds legally
available for payment of dividends. No dividends may be paid on the Common Stock
until all accumulated and unpaid cumulative dividends on the Series A Preferred
Stock have been paid. Upon any liquidation, dissolution or winding up of the
Company, holders of shares of Common Stock are entitled to receive pro rata all
assets of the Company available for distribution, subject to the liquidation
preference of the Series A Preferred Stock of $10.00 per share and any unpaid
and accumulated dividends on the Series A Preferred Stock. Shareholders of the
Company do not have any preemptive rights to subscribe for or purchase shares,
obligations, warrants, or other securities of the Company.

Recent Developments

         During the fiscal quarter ended September 30, 1997, the Company
incurred operating losses of approximately $625,000 (unaudited).

Authorized Shares Exceeded

         As of June 30, 1997, on a fully converted basis, the Company would have
55,236,870 shares of Common Stock issued and outstanding. This amount exceeds
the authorized number of shares of Common Stock of 55,000,000 by 236,870 shares.
As of September 30, 1997, on a fully converted basis, the Company would have
55,563,584 shares of Common Stock issued and outstanding. The Company's Articles
of Incorporation, the issued and outstanding option certificates and the various
warrant agreements, contain various covenants which require the Company to
reserve an adequate number of shares of Common Stock for various contingencies.
Although the Company currently has reserved an adequate number of shares of
Common Stock on a fully converted basis, there can be no assurance that the
Company will be able to continue to satisfy these covenants.

                                      II-2
<PAGE>


         All of the outstanding warrant agreements contain a covenant which
states that there have been reserved, and the Company shall at all times keep
reserved out of the authorized and unissued shares of Common Stock, a number of
shares of Common Stock sufficient to provide for the exercise of the rights of
purchase represented by the warrants.

         All of the option certificates contain a covenant which states that
"the Company shall at all times keep reserved out of the authorized and unissued
shares of Common Stock a number of shares of Common Stock sufficient to provide
for the exercise of the right of purchase represented by the options." Of the
issued and outstanding options to purchase 3,971,000 shares of Common Stock, as
of June 30, 1997, 775,000 of these options have not vested and thus are not
eligible for exercise. As of December 31, 1997, 462,500 of these options will
remain unvested and not be eligible for exercise.

         The Company's Articles of Incorporation state that the Company shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock a sufficient number of shares to effect the conversion of the
shares of the Preferred Stock.

         On and after January 1, 1998, each share of Preferred Stock would be
convertible into 10 shares of Common Stock instead of 12 shares of Common Stock,
as currently provided. On and after January 1, 1998, the accrued and unpaid
dividends on the Preferred Stock would be convertible into Common Stock at the
rate of $1.00 per share of Common Stock as opposed to the present conversion
rate of $.83 per share of Common Stock. Based on the 861,205 shares of Preferred
Stock outstanding on the date hereof and the accrued dividends thereon, the
change in these conversion rates on January 1, 1998 would result in a reduction
of 2,303,500 shares of the fully diluted Common Stock. However, to the extent
that the holders of Preferred Stock convert their shares before such date, this
anticipated reduction in the outstanding shares of Common Stock would be reduced
or eliminated. Furthermore, based on the 861,205 shares of Preferred Stock
outstanding on August 1, 1997, an additional $645,904 dividend accrued on
August 1, 1997 entitling the holders of Preferred Stock to acquire 778,197
additional shares of Common Stock through December 31, 1997, and 645,904 shares
thereafter. Although the Company has not made any covenants to the holders of
the Preferred Stock to reserve shares of Common Stock for issuance upon
conversion of the accrued dividends on the Preferred Stock, these additional
dividends are automatically convertible into Common Stock at the time of the
conversion of the related shares of Preferred Stock. Thus, on June 30, 1997,
although the accrued dividends on the Preferred Stock could be converted into
3,418,176 shares of Common Stock, there were only 3,338,816 shares of Common
Stock that were authorized and unreserved. There can be no assurance that a
sufficient number of shareholders will not convert their Preferred Stock and the
accrued dividends thereon into shares of Common Stock, thus causing the Company
to violate the above covenants.

         The Company could remedy any violation of the above covenants by
increasing the number of authorized shares of Common Stock. Any such increase
must be approved by the Board of Directors of the Company and then approved by a
majority vote of the shareholders of the Company. There can be no assurance that
a majority of the shareholders would approve such a proposal. At this time, the
Company has no intention of presenting such a proposal to the shareholders.



                                      II-3

<PAGE>




Item 5.  Interests of Named Experts and Counsel

         Lurio & Associates, counsel to the Company, was as of June 30, 1997,
the beneficial owner of an aggregate of 2,500,000 shares of Common Stock which
were issued to the firm as Escrow Agent in connection with the issuance of an
aggregate of $500,000 of Convertible Securities in June 1997. In August and
September 1997, the holders of $430,000 of the Convertible Securities converted
their securities into Common Stock, leaving 350,000 shares subject to the escrow
agreement. The shares of Common Stock are being issued and held in escrow in
order to ensure that they are available to the holders of the Convertible
Securities upon any conversion of the Convertible Securities.


Item 6.  Indemnification of Directors and Officers

         Section 1746 of the Pennsylvania Business Corporation Law of 1988, as
amended ("BCL"), authorizes a Pennsylvania corporation to indemnify its
officers, directors, employees and agents under certain circumstances against
expenses and liabilities incurred in legal proceedings involving such persons
because of their holding or having held such positions with the Company and to
purchase and maintain insurance of such indemnification. The Company's By-laws
substantively provide that the Company will indemnify its officers, directors,
employees and agents to the fullest extent provided by Section 1746 of the BCL.

         Section 1713 of the BCL permits a Pennsylvania corporation, by so
providing in its By-laws, to eliminate the personal liability of a director for
monetary damages for any action taken unless the director has breached or failed
to perform the duties of his office and the breach or failure constitutes
self-dealing, willful misconduct or recklessness. In addition, no such
limitation of liability is available with respect to the responsibility or
liability of a director pursuant to any criminal statute or for the payment of
taxes pursuant to Federal, state or local law. The Company's By-laws eliminate
the personal liability of the directors to the fullest extent permitted by
Section 1713 of the BCL.


Item 7.  Exemption from Registration Claimed

         Not applicable.


Item 8.  Exhibits

         The following Exhibits are filed as part of this Registration
Statement:

5        Opinion of Lurio & Associates


                                      II-4

<PAGE>



23.1     Consent of Lurio & Associates (included in the opinion filed as Exhibit
         5 hereto)

23.2     Consent of Ernst & Young LLP, Independent Auditors

28       Consulting Agreement between Michael Cardascia and USA Technologies,
         Inc. dated September 12, 1997


Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

              (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

             (ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or most recent post-effective
amendment thereof) which, individually or together, represent a fundamental
change in the information in the registration statement; and

            (iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

         Except that, subparagraph (i) and (ii) of this paragraph do not apply
provided that the information required in a post-effective amendment is
incorporated by reference from periodic reports filed by the issuer under the
Securities Exchange Act of 1934.

              (2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration statement relating to the securities offered herein, and shall
treat the offering of such securities at that time as the initial bona fide
offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of

                                      II-5

<PAGE>



the Securities Exchange Act 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

              (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-6

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Wayne, Pennsylvania, on October 17, 1997.

                                    USA TECHNOLOGIES, INC.


                           By:      /s/ George R. Jensen, Jr.
                                    -------------------------------------
                                    George R. Jensen, Jr.,
                                    President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in 
the capacities and on the date indicated.

<TABLE>
<CAPTION>
         Signature                                   Title                                  Date
         ---------                                   -----                                  ----

<S>                                          <C>                                        <C>
/s/ George R. Jensen, Jr.                    Chairman of the Board,                     October 21, 1997
------------------------                     President and Chief          
George R. Jensen, Jr.                        Executive Officer,           
                                             (Principal Executive Officer)
                                                                          
                        
/s/ Stephen P. Herbert                       Vice President,                            October 21, 1997
------------------------                     Director
Stephen P. Herbert      


/s/ Keith L. Sterling                        Vice President,                            October 21, 1997
------------------------                     Director
Keith L. Sterling       


/s/ Leland P. Maxwell                        Vice President, Chief                      October 21, 1997
------------------------                     Financial Officer,            
Leland P. Maxwell                           (Principal Accounting Officer) 
                         
              
------------------------                     Director                                   October___, 1997
William W. Sellers


/s/ Peter G. Kapourelos                      Director                                   October 21, 1997
------------------------
Peter G. Kapourelos


                                             Director                                   October___, 1997
------------------------
Henry B. duPont Smith

                                             Director                                   October___, 1997
------------------------
William L. Van Alen, Jr.

</TABLE>

                                      II-7

<PAGE>






                                  EXHIBIT INDEX



Exhibit No.                Description                                 
-----------                -----------                                 

5                          Opinion of Lurio & Associates

23.1                       Consent of Lurio & Associates
                           (included in the opinion filed
                           as Exhibit 5 hereto)

23.2                       Consent of Independent Auditors

28                         Consulting Agreement between 
                           Michael Cardascia and USA
                           Technologies dated September 12, 
                           1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22640}]
{"company-data": {"conformed-name": "USA TECHNOLOGIES INC", "cik": "0000896429", "assigned-sic": "7359", "irs-number": "232679963", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38319", "film-number": "97698512"}, "business-address": {"street1": "200 PLANT AVENUE", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "6109890340"}, "mail-address": {"street1": "200 PLANT AVENUE", "city": "WAYNE", "state": "PA", "zip": "19087"}, "former-company": {"former-conformed-name": "USA ENTERTAINMENT CENTER INC", "date-changed": "19931029"}}
As filed with the Securities and Exchange Commission on October 21, 1997
                                                          Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      -------------------------------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                      -------------------------------------

                             USA TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

 Pennsylvania                           7359                   23-2679963
(State or other            (Primary Standard Industrial     (I.R.S. employer
jurisdiction of             Classification Code Number)    Identification No.)
incorporation or
organization)
                                200 Plant Avenue
                            Wayne, Pennsylvania 19087
              (Address of principal executive offices and zip code)

--------------------------------------------------------------------------------

                      MICHAEL CARDASCIA CONSULTING AGREEMENT
                            (full title of the plan)

--------------------------------------------------------------------------------

                              George R. Jensen, Jr.
                      President and Chief Executive Officer
                             USA Technologies, Inc.
                                200 Plant Avenue
                            Wayne, Pennsylvania 19087
                                 (610) 989-0340
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Douglas M. Lurio, Esquire
                               Lurio & Associates
                         1760 Market Street, Suite 1300
                             Philadelphia, PA 19103
                                 (215) 665-9300

       -----------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE       

 Title of                      Proposed          Proposed
Securities       Amount         Maximum           Maximum          Amount of
  to be           to be     Offering Price       Aggregate       Registration
 Offered       Registered    Per share (1)   Offering Price (1)     Fee(1)
 -------       ----------    -------------   ------------------    --------

Common Stock    40,000         $ .56            $22,400             $ 73.92

(1)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rule 457(h), the offering price is based upon the average of the bid and
     asked price for the Common Stock on the OTC Electronic Bulletin Board on
     October 10, 1997. The registration fee represents 1/33 of 1% of the 
     proposed maximum aggregate offering price.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Registrant's annual report on Form 10-KSB for the fiscal year
ended June 30, 1997 is incorporated by reference in the Registration Statement
and made a part hereof. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4.  Description of Securities

         The Company is proceeding with the registration of 40,000 shares
pursuant to an agreement with Michael Cardascia dated September 12, 1997. These
shares are being issued for services to be rendered by Mr. Cardascia to the
Company.

         The Company is authorized to issue up to 55,000,000 shares of Common
Stock, no par value ("Common Stock"), and 1,200,000 shares of undesignated
Preferred Stock, all of which has been designated Series A Convertible Preferred
Stock, no par value ("Preferred Stock").

         As of June 30, 1997, there were 29,969,934 shares of Common Stock
issued and outstanding.

                                      II-1
The foregoing amount does not reflect shares of Common Stock issuable
by the Company upon the conversion of the Preferred Stock or any accrued and
unpaid dividends thereon. As of June 30, 1997, 861,205 shares of Preferred Stock
were issued and outstanding and are convertible into 10,334,460 shares of Common
Stock through December 31, 1997 and 8,612,050 shares of Common Stock thereafter.
As of June 30, 1997, there were $2,837,086 of accrued and unpaid dividends on
the Preferred Stock which are convertible at the rate of $.83 per share of
Common Stock through December 31, 1997 (3,418,176 shares) and at the rate of
$1.00 per share of Common Stock thereafter (2,837,086 shares). Through June 30,
1997, a total of 45,345 shares of Preferred Stock have been converted into
485,550 shares of Common Stock and accrued and unpaid dividends thereon have
been converted into 174,784 shares of Common Stock.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the remaining 1,414,000 1995 Warrants, 1,998,000 1996
Warrants, 374,000 1996-B Warrants, 1,600,000 1997 Warrants or the 2,000,000
Warrants held by affiliates and/or consultants to GEM Advisors, Inc., issued and
outstanding as of June 30, 1997.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the outstanding stock options or purchase rights to acquire
Common Stock. As of June 30, 1997, the Company has issued to its Directors,
executive officers, consultants, and employees options to acquire up to 100,000
shares of Common Stock at $.50 per share, options to acquire up to 1,236,000
shares of Common Stock at $.45 per share, options to acquire up to 2,565,000
shares of Common Stock at $.25 per share, and options to acquire up to 70,000
shares of Common Stock at $.05 per share. The Company has also issued purchase
rights to acquire up to 157,300 shares of Common Stock at $1.00 per share. All
options to purchase Common Stock were granted at prices at or above the market
value on the date of the grant.

         The holder of each share of Common Stock is entitled to one vote on all
matters submitted to a vote of the shareholders of the Company, including the
election of directors. There is no cumulative voting for directors.

         The holders of Common Stock are entitled to receive such dividends as
the Board of Directors may from time to time declare out of funds legally
available for payment of dividends. No dividends may be paid on the Common Stock
until all accumulated and unpaid cumulative dividends on the Series A Preferred
Stock have been paid. Upon any liquidation, dissolution or winding up of the
Company, holders of shares of Common Stock are entitled to receive pro rata all
assets of the Company available for distribution, subject to the liquidation
preference of the Series A Preferred Stock of $10.00 per share and any unpaid
and accumulated dividends on the Series A Preferred Stock. Shareholders of the
Company do not have any preemptive rights to subscribe for or purchase shares,
obligations, warrants, or other securities of the Company.

Recent Developments

         During the fiscal quarter ended September 30, 1997, the Company
incurred operating losses of approximately $625,000 (unaudited).

Authorized Shares Exceeded

         As of June 30, 1997, on a fully converted basis, the Company would have
55,236,870 shares of Common Stock issued and outstanding. This amount exceeds
the authorized number of shares of Common Stock of 55,000,000 by 236,870 shares.
As of September 30, 1997, on a fully converted basis, the Company would have
55,563,584 shares of Common Stock issued and outstanding. The Company's Articles
of Incorporation, the issued and outstanding option certificates and the various
warrant agreements, contain various covenants which require the Company to
reserve an adequate number of shares of Common Stock for various contingencies.
Although the Company currently has reserved an adequate number of shares of
Common Stock on a fully converted basis, there can be no assurance that the
Company will be able to continue to satisfy these covenants.

                                      II-2
All of the outstanding warrant agreements contain a covenant which
states that there have been reserved, and the Company shall at all times keep
reserved out of the authorized and unissued shares of Common Stock, a number of
shares of Common Stock sufficient to provide for the exercise of the rights of
purchase represented by the warrants.

         All of the option certificates contain a covenant which states that
"the Company shall at all times keep reserved out of the authorized and unissued
shares of Common Stock a number of shares of Common Stock sufficient to provide
for the exercise of the right of purchase represented by the options." Of the
issued and outstanding options to purchase 3,971,000 shares of Common Stock, as
of June 30, 1997, 775,000 of these options have not vested and thus are not
eligible for exercise. As of December 31, 1997, 462,500 of these options will
remain unvested and not be eligible for exercise.

         The Company's Articles of Incorporation state that the Company shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock a sufficient number of shares to effect the conversion of the
shares of the Preferred Stock.

         On and after January 1, 1998, each share of Preferred Stock would be
convertible into 10 shares of Common Stock instead of 12 shares of Common Stock,
as currently provided. On and after January 1, 1998, the accrued and unpaid
dividends on the Preferred Stock would be convertible into Common Stock at the
rate of $1.00 per share of Common Stock as opposed to the present conversion
rate of $.83 per share of Common Stock. Based on the 861,205 shares of Preferred
Stock outstanding on the date hereof and the accrued dividends thereon, the
change in these conversion rates on January 1, 1998 would result in a reduction
of 2,303,500 shares of the fully diluted Common Stock. However, to the extent
that the holders of Preferred Stock convert their shares before such date, this
anticipated reduction in the outstanding shares of Common Stock would be reduced
or eliminated. Furthermore, based on the 861,205 shares of Preferred Stock
outstanding on August 1, 1997, an additional $645,904 dividend accrued on
August 1, 1997 entitling the holders of Preferred Stock to acquire 778,197
additional shares of Common Stock through December 31, 1997, and 645,904 shares
thereafter. Although the Company has not made any covenants to the holders of
the Preferred Stock to reserve shares of Common Stock for issuance upon
conversion of the accrued dividends on the Preferred Stock, these additional
dividends are automatically convertible into Common Stock at the time of the
conversion of the related shares of Preferred Stock. Thus, on June 30, 1997,
although the accrued dividends on the Preferred Stock could be converted into
3,418,176 shares of Common Stock, there were only 3,338,816 shares of Common
Stock that were authorized and unreserved. There can be no assurance that a
sufficient number of shareholders will not convert their Preferred Stock and the
accrued dividends thereon into shares of Common Stock, thus causing the Company
to violate the above covenants.

         The Company could remedy any violation of the above covenants by
increasing the number of authorized shares of Common Stock. Any such increase
must be approved by the Board of Directors of the Company and then approved by a
majority vote of the shareholders of the Company. There can be no assurance that
a majority of the shareholders would approve such a proposal. At this time, the
Company has no intention of presenting such a proposal to the shareholders.

                                      II-3
Item 5.  Interests of Named Experts and Counsel

         Lurio & Associates, counsel to the Company, was as of June 30, 1997,
the beneficial owner of an aggregate of 2,500,000 shares of Common Stock which
were issued to the firm as Escrow Agent in connection with the issuance of an
aggregate of $500,000 of Convertible Securities in June 1997. In August and
September 1997, the holders of $430,000 of the Convertible Securities converted
their securities into Common Stock, leaving 350,000 shares subject to the escrow
agreement. The shares of Common Stock are being issued and held in escrow in
order to ensure that they are available to the holders of the Convertible
Securities upon any conversion of the Convertible Securities.

Item 6.  Indemnification of Directors and Officers

         Section 1746 of the Pennsylvania Business Corporation Law of 1988, as
amended ("BCL"), authorizes a Pennsylvania corporation to indemnify its
officers, directors, employees and agents under certain circumstances against
expenses and liabilities incurred in legal proceedings involving such persons
because of their holding or having held such positions with the Company and to
purchase and maintain insurance of such indemnification. The Company's By-laws
substantively provide that the Company will indemnify its officers, directors,
employees and agents to the fullest extent provided by Section 1746 of the BCL.

         Section 1713 of the BCL permits a Pennsylvania corporation, by so
providing in its By-laws, to eliminate the personal liability of a director for
monetary damages for any action taken unless the director has breached or failed
to perform the duties of his office and the breach or failure constitutes
self-dealing, willful misconduct or recklessness. In addition, no such
limitation of liability is available with respect to the responsibility or
liability of a director pursuant to any criminal statute or for the payment of
taxes pursuant to Federal, state or local law. The Company's By-laws eliminate
the personal liability of the directors to the fullest extent permitted by
Section 1713 of the BCL.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The following Exhibits are filed as part of this Registration
Statement:

5        Opinion of Lurio & Associates

                                      II-4
23.1     Consent of Lurio & Associates (included in the opinion filed as Exhibit
         5 hereto)

23.2     Consent of Ernst & Young LLP, Independent Auditors

28       Consulting Agreement between Michael Cardascia and USA Technologies,
         Inc. dated September 12, 1997

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

              (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

             (ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or most recent post-effective
amendment thereof) which, individually or together, represent a fundamental
change in the information in the registration statement; and

            (iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

         Except that, subparagraph (i) and (ii) of this paragraph do not apply
provided that the information required in a post-effective amendment is
incorporated by reference from periodic reports filed by the issuer under the
Securities Exchange Act of 1934.

              (2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration statement relating to the securities offered herein, and shall
treat the offering of such securities at that time as the initial bona fide
offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of

                                      II-5
the Securities Exchange Act 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

              (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Wayne, Pennsylvania, on October 17, 1997.

                                    USA TECHNOLOGIES, INC.

                           By:      /s/ George R. Jensen, Jr.
                                    -------------------------------------
                                    George R. Jensen, Jr.,
                                    President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in 
the capacities and on the date indicated.
Signature                                   Title                                  Date
         ---------                                   -----                                  ----
/s/ George R. Jensen, Jr.                    Chairman of the Board,                     October 21, 1997
------------------------                     President and Chief          
George R. Jensen, Jr.                        Executive Officer,           
                                             (Principal Executive Officer)
                                                                          
                        
/s/ Stephen P. Herbert                       Vice President,                            October 21, 1997
------------------------                     Director
Stephen P. Herbert      

/s/ Keith L. Sterling                        Vice President,                            October 21, 1997
------------------------                     Director
Keith L. Sterling       

/s/ Leland P. Maxwell                        Vice President, Chief                      October 21, 1997
------------------------                     Financial Officer,            
Leland P. Maxwell                           (Principal Accounting Officer) 
                         
              
------------------------                     Director                                   October___, 1997
William W. Sellers

/s/ Peter G. Kapourelos                      Director                                   October 21, 1997
------------------------
Peter G. Kapourelos

                                             Director                                   October___, 1997
------------------------
Henry B. duPont Smith

                                             Director                                   October___, 1997
------------------------
William L. Van Alen, Jr.
II-7
EXHIBIT INDEX

Exhibit No.                Description                                 
-----------                -----------                                 

5                          Opinion of Lurio & Associates

23.1                       Consent of Lurio & Associates
                           (included in the opinion filed
                           as Exhibit 5 hereto)

23.2                       Consent of Independent Auditors

28                         Consulting Agreement between 
                           Michael Cardascia and USA
                           Technologies dated September 12, 
                           1997