================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2004
EURONET WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22167 74-2806888
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
4601 College Boulevard
Leawood, Kansas 66211
(Address of principal executive office)(Zip Code)
(913) 327-4200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
================================================================================
Item 7.01 Regulation FD Disclosure
On December 9, 2004, Euronet Worldwide, Inc. (the "Company") issued a
press release announcing that it intended to offer, subject to market and other
conditions, approximately $100 million principal amount of convertible
debentures due 2024 in a transaction made only to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933. A copy of the press
release announcing the offering is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference. This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer
to buy the debentures or any other securities.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release, dated December 9, 2004, issued by Euronet Worldwide, Inc.
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
EURONET WORLDWIDE, INC.
By: /s/ Daniel R. Henry
--------------------------------------
Daniel R. Henry
Chief Operating Officer
Date: December 9, 2004.
News Release
Euronet Worldwide
Corporate For Immediate Release Date: Dec. 9, 2004
Headquarters
4601 College Boulevard Media Contact: Misti Garffie 1-913-327-4257
Suite 300 mgarffie@euronetworldwide.com
Leawood, Kansas, 66211 USA Investor Relations: IR Dept 1-913-327-4200
1-913-327- 4200 investor@euronetworldwide.com
Euronet Worldwide Announces Offering Of $100 Million Of
Convertible Senior Debentures
LEAWOOD, KANSAS-Dec. 9, 2004-Euronet Worldwide, Inc. (Nasdaq: EEFT), a leading
electronic payments provider, today announced that it plans to offer to
qualified institutional buyers, pursuant to Rule 144A under the Securities Act
of 1933, $100 million aggregate principal amount of Convertible Senior
Debentures due 2024. Euronet also plans to grant to the initial purchaser an
option to purchase up to an additional $15 million aggregate principal amount of
the debentures.
The debentures will be senior unsecured obligations of Euronet and will be
convertible, under certain circumstances, into common stock of Euronet. The
debentures may not be redeemed by Euronet prior to December 2009. Holders of the
debentures may require Euronet to repurchase some or all of the debentures in
December 2009, 2014, and 2019 and upon certain specified corporate transactions.
Euronet intends to use the net proceeds of the offering to reduce approximately
$54.3 million of its outstanding debt and the remainder for general corporate
purposes, which may include share repurchases, acquisitions or other strategic
investments. The closing of the sale of any debentures is subject to Euronet's
satisfaction with the final terms, including conversion premium and coupon rate.
This press release does not constitute an offer to sell or the solicitation of
any offer to buy any securities. The offering will be made only to qualified
institutional buyers in accordance with Rule 144A under the Securities Act of
1933. The securities to be offered have not been registered under the Securities
Act, or any state securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the
federal securities laws that involve risks and uncertainties. Such
forward-looking statements include the expectations, plans or prospects for
Euronet, including whether or not Euronet will offer the debentures or
consummate the offering, the anticipated terms of the debentures and the
offering and the anticipated use of proceeds of the offering. The statements
made by Euronet are based upon management's current expectations and are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. These risks
and uncertainties include market conditions and other factors beyond Euronet's
control and the risk factors and other cautionary statements discussed in
Euronet's filings with the U.S. Securities and Exchange Commission. Euronet does
not intend to update these statements and undertakes no duty to any person to
effect any such update under any circumstances.
###