As filed with the Securities and Exchange Commission on June 28, 2004
Registration No. 333-___________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EURONET WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-2806888
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4601 College Boulevard
Suite 300
Leawood, Kansas 66211
(913) 327-4200
(Address and Telephone Number of Principal Executive Offices,
Including Zip Code)
Euronet Worldwide, Inc.
2002 Stock Incentive Plan
(Full title of the plan)
------------------------
Daniel R. Henry
Chief Operating Officer and President
Euronet Worldwide, Inc.
4601 College Boulevard, Suite 300
Leawood, Kansas 66211
(913) 327-4200
(Name, address and telephone number of agent for service)
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Copies to:
Jeffrey B. Newman John A. Granda, Esq.
Executive Vice President and General Counsel Stinson Morrison Hecker LLP
Euronet Worldwide, Inc. 2600 Grand Blvd.
2nd Floor, Kelting House Kansas City, Missouri 64108
Southernhay, Basildon (816) 691-2600
Essex SS14 1NU
United Kingdom
CALCULATION OF REGISTRATION FEE
- ------------------------------------- -------------- ------------------ -------------------- -------------
Amount to be Maximum offering Proposed maximum Amount of
registered price per share aggregate offering registration
Title of securities to be registered (1) (2) price fee
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Common Stock, $0.02 par value 1,500,000 $20.73 $31,095,000 $3,939.74
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Preferred Share Purchase Rights (3) 1,500,000 (4) (4) (4)
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(1) This Registration Statement also relates to an indeterminate number of
additional shares of common stock that may be issued pursuant to
anti-dillution and adjustment provisions of the above named plans.
(2) Estimated solely for purposes of calculating the registration fee
in accordance with Rule 457(c) and (h)(1) of the Securities Act of
1933, based on the average of the high and low prices of the Common
Stock as quoted on the Nasdaq National Market on June 21, 2004.
(3) Each share of Common Stock to be registered includes one associated
preferred share purchase right issued pursuant to a Rights Purchase
Agreement, dated as of March 21, 2003, as amended.
(4) No separate consideration is payable for the preferred share purchase
rights. Therefore, the registration fee for such securities is included
in the registration fee for the Common Stock.
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EXPLANATORY NOTE
This registration statement is being filed to register 1,500,000
additional shares of Common Stock issuable under the Euronet Worldwide, Inc.
2002 Stock Incentive Plan, as amended (the "Plan"), as a result of an amendment
to the Plan increasing the number of shares of Common stock available for
issuance thereunder from 2,000,000 shares to 3,500,000 shares. The amendment to
the Plan was approved by the requisite vote of stockholders at the Company's
Annual Meeting of Stockholders held on May 24, 2004.
INCORPORATION OF INFORMATION
Pursuant to General Instruction E to Form S-8, all the contents of
Registration Statement No. 333-98013 (filed August 13, 2002) are hereby
incorporated by reference into this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Leawood, State of Kansas, on June 28, 2004
EURONET WORLDWIDE, INC.
By: /s/ Daniel R. Henry
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Name: Daniel R. Henry
Title: President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Michael J. Brown and Daniel R.
Henry, and each of them, the undersigned's true and lawful attorneys-in-fact and
agents with full power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Michael J. Brown Chairman of the Board of
_________________________ Directors, Chief Executive June 28, 2004
Michael J. Brown Officer and Director
(principal executive officer)
/s/ Daniel R. Henry
_________________________ Chief Operating Officer,
Daniel R. Henry President and Director June 28, 2004
/s/ Eriberto R. Scocimara
_________________________ Director June 28, 2004
Eriberto R. Scocimara
/s/ Thomas A. McDonnell
_________________________ Director June 28, 2004
Thomas A. McDonnell
/s/ M. Jeannine Strandjord
_________________________ Director June 24, 2004
M. Jeannine Strandjord
/s/ Andzrej Olechowski
_________________________ Director June 25, 2004
Andzrej Olechowski
/s/ Paul Althasen
_________________________ Director June 24, 2004
Paul Althasen
/s/ Andrew B. Schmitt
_________________________ Director June 28, 2004
Andrew B. Schmitt
/s/ Rick L. Weller Executive Vice President
_________________________ and Chief Financial Officer June 28, 2004
Rick L. Weller (principal financial and
accounting officer)
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Euronet Worldwide, Inc. 2002 Stock Incentive Plan (Amended and
Restated) (incorporated by reference to Appendix B to the
registrant's definitive proxy statement filed with
the Commission on April 20, 2004).
5.1 Opinion of Stinson Morrison Hecker LLP
23.1 Consent of KPMG LLP
23.2 Consent of KPMG Audyt Sp. z o.o. (f/k/a KPMG Polska Sp. z o.o.)
23.3 Consent of Grant Thornton GmbH
23.4 Consent of PricewaterhouseCoopers LLP
23.5 Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page).
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Exhibit 5
Stinson Morrison Hecker LLP
2600 Grand Boulevard
Kansas City, MO 64108
June 28, 2004
Euronet Worldwide, Inc.
4601 College Boulevard
Suite 300
Leawood, Kansas 66211
Ladies and Gentlemen:
We have acted as counsel to Euronet Worldwide, Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") by the Company on the date hereof under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to 1,500,000
shares of the Company's common stock, $0.02 par value per share (collectively,
the "Shares"), to be issued by the Company under its 2002 Stock Incentive Plan
("Plan").
In connection therewith, we have relied upon, among other things, our
examination of such documents, records of the Company and certificates of its
officers and public officials as we have deemed necessary for purposes of the
opinions expressed below. We express no opinion as to matters under or involving
the laws of any jurisdiction other than the corporate law of the State of
Delaware and the federal law of the United States of America.
For purposes of the opinion expressed below, we have assumed (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals and (iii) the due
authorization, execution and delivery of all documents by all parties and the
validity, binding effect and enforceability thereof (other than the
authorization, execution and delivery of documents by the Company). This opinion
assumes that the provisions of the Company's Certificate of Incorporation will
not be amended after the date hereof.
Based upon and subject to the foregoing, and having regard for such legal
considerations as we have deemed relevant, assuming that upon issuance such
shares together with all shares of Common Stock previously issued or reserved
for issuance and not duly and lawfully retired do not exceed 60,000,000 shares,
upon the issuance and sale of said 1,500,000 shares for the consideration and
upon the terms and conditions set forth in the Plan, said shares will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and the reference to our firm in the
Registration Statement.
We do not undertake to advise you of any changes in the opinions expressed
herein from matters that might hereafter arise or be brought to our attention.
Very truly yours,
/s/ Stinson Morrison Hecker LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated February 13, 2004, with respect to the
consolidated balance sheet of Euronet Worldwide, Inc. and subsidiaries as of
December 31, 2003, and the related consolidated statements of operations and
comprehensive income (loss), changes in stockholders' equity (deficit), and cash
flows for the year ended December 31, 2003, incorporated by reference in this
registration statement on Form S-8 of Euronet Worldwide, Inc.
/s/ KPMG LLP
Kansas City, Missouri
June 24, 2004
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
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Board of Directors
Euronet Worldwide, Inc.
We consent to the use of our report dated February 7, 2003, with respect to the
consolidated balance sheet of Euronet Worldwide, Inc. and subsidiaries as of
December 31, 2002, and the related consolidated statements of operations and
comprehensive income (loss), changes in stockholders' equity/(deficit), and cash
flows for each of the years in the two-year period ended December 31, 2002,
incorporated by reference in this registration statement on Form S-8 of Euronet
Worldwide, Inc.
/s/ KPMG Audyt Sp. z o.o.
Warsaw, Poland
June 24, 2004
Exhibit 23.3
Consent of Independent Auditors
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Euronet Worldwide, Inc. of our report dated February 6,
2004 relating to the financial statements of transact Elektronische
Zaklungssysteme GmbH, Martinsried, which appears in the Current Report on Form
8-K/A of Euronet Worldwide, Inc., dated February 9, 2004. We consent to the use
of the aforementioned report in such Registration Statement.
Grant Thornton GmbH
Hamburg, Germany
June 24, 2004
Grant Thornton GmbH
Wirtschaftsprufungsgessellschaft
/s/ Dr. Kirnberger /s/ Fleischmann
Wirtschaftsprufer Wirtschaftsprufer
Exhibit 23.4
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Euronet Worldwide, Inc. of our report dated April 28,
2003 relating to the financial statements of e-pay Limited, which appears in the
Current Report on Form 8-K/A of Euronet Worldwide, Inc. filed on May 2, 2003.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
London
June 24, 2004