As filed with the Securities and Exchange Commission on August 5, 2004
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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EURONET WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
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Delaware 74-2806888
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
4601 College Boulevard, Suite 300
Leawood, Kansas 66211
(913) 327-4200
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
--------------------
Daniel R. Henry
Chief Operating Officer and President
Euronet Worldwide, Inc.
4601 College Boulevard, Suite 300
Leawood, Kansas 66211
(913) 327-4200
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
Jeffrey B. Newman John A. Granda, Esq.
Executive Vice President and Stinson Morrison Hecker LLP
General Counsel 2600 Grand Blvd.
Euronet Worldwide, Inc. Kansas City, Missouri
2nd Floor, Kelting House 64108
Southernhay, Basildon (816) 691-2600
Essex SS14 1NU
United Kingdom
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount Proposed Proposed Amount
to be Registered to be Maximum Maximum of
Registered(1) Aggregate Aggregate Registration
Price Per Offering Fee(2)
Unit(2) Price(2)
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Common Stock, par value 477,466 $16.87 $8,054,851 $1,021
$0.02 per share (3)
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(1) Pursuant to Rule 416 of the Securities Act of 1933, this registration
statement also registers such additional shares of common stock as may
become issuable to prevent dilution as a result of stock splits, stock
dividends or similar transactions.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with to Rule 457(c) under the Securities Act of 1933, based on
the average of the high and low prices for the common stock on the Nasdaq
National Market on August 3, 2004.
(3) Includes associated stock purchase rights. Prior to the occurrence of
certain events, the stock purchase rights will not be evidenced
separately from the common stock.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 5, 2004
PROSPECTUS
EURONET WORLDWIDE
Euronet Worldwide, Inc.
477,466 shares of Common Stock
--------------------------
This prospectus relates to the offer and sale of shares of our common
stock by a selling stockholder. The shares to be sold by the selling stockholder
were obtained or will be obtained by him from us in connection with our
acquisition of certain shares of outstanding stock of Call Processing, Inc., as
further described in this prospectus under the heading "The Selling
Stockholder." These shares of common stock include preferred stock purchase
rights attached to the common stock under our stockholder rights plan. The
selling stockholder or his permitted transferees or other successors in interest
may offer and sell these shares of common stock from time to time.
The selling stockholder or his permitted transferees or other successors
in interest may, but are not required to, sell their common stock in a number of
different ways and at varying prices. See "Plan of Distribution" on page 4 for a
further description of how the selling stockholder may dispose of the shares
covered by this prospectus.
We will not receive any of the proceeds from sales of common stock made by
the selling stockholder pursuant to this prospectus.
Our common stock is listed on the Nasdaq National Market under the symbol
"EEFT." On August 3, 2004, the last reported sale price of our common stock on
the Nasdaq National Market was $16.75 per share.
Investing in our common stock involves risks. See "Risk Factors" on page 2.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is __________, 2004.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS..........................................................1
FORWARD-LOOKING STATEMENTS.....................................................1
EURONET WORLDWIDE, INC.........................................................2
RISK FACTORS...................................................................2
USE OF PROCEEDS................................................................2
THE SELLING STOCKHOLDER........................................................2
PLAN OF DISTRIBUTION...........................................................5
LEGAL MATTERS..................................................................6
EXPERTS........................................................................6
HOW TO OBTAIN MORE INFORMATION.................................................6
INCORPORATION OF INFORMATION FILED WITH THE SEC................................7
i
ABOUT THIS PROSPECTUS
This prospectus is part of a resale registration statement. The selling
stockholder may sell some or all of his shares in one or more transactions from
time to time.
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone else to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. You should assume that the
information appearing in this prospectus, as well as the information we file
with the Securities and Exchange Commission ("SEC") and incorporate by reference
in this prospectus, is accurate only as of the date of the documents containing
the information. In this prospectus, references to "Euronet", "we", "our" and
"us" refer to Euronet Worldwide, Inc.
FORWARD-LOOKING STATEMENTS
This prospectus, and the documents incorporated by reference in this
prospectus, may include forward-looking statements within the meaning of Section
27A of Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of
historical fact may be deemed to be forward-looking statements. Examples of
forward-looking statements include, but are not limited to: (i) projections of
revenues, income or loss, earnings or loss per share, capital expenditures, the
payment or non-payment of dividends, capital structure and other financial
items, (ii) statements of plans and objectives of our management or Board of
Directors, including plans or objectives relating to our products or services,
(iii) statements of future economic performance, and (iv) statements of
assumptions underlying the statements described in (i), (ii) and (iii).
Forward-looking statements can often be identified by the use of forward-looking
terminology, such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates" and variations of these words and similar expressions. Any
forward-looking statement speaks only as of the date on which it is made and is
qualified in its entirety by reference to the factors discussed throughout this
prospectus and, in particular, those factors described below. Except to fulfill
our obligations under the United States securities laws, we do not undertake to
update any forward-looking statement to reflect events or circumstances after
the date on which it is made.
Forward-looking statements are not guarantees of future performance or
results, and are subject to known and unknown risks and uncertainties. Our
actual results may vary materially and adversely from those anticipated in the
forward-looking statements as a result of a number of factors, including the
risks described in "Risk Factors" under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our periodic filings with the
Securities and Exchange Commission ("SEC"), including, but not limited to, our
Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the quarter ended
March 31, 2004 and subsequent periodic filings containing updated disclosures of
such factors. You may obtain copies of these documents as described under "How
to Obtain More Information " and "Incorporation of Information Filed with the
SEC." Other factors not identified could also have such an effect.
We cannot give you any assurance that the forward-looking statements
included or incorporated by reference in this prospectus will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included or incorporated by reference in this
prospectus, you should not regard the inclusion of this information as a
representation by us or any other person that the results or conditions
described in those statements or our objectives and plans will be achieved.
EURONET WORLDWIDE, INC.
We are a leading provider of secure electronic financial transaction
solutions. We provide financial payment middleware, financial network gateways,
outsourcing, and consulting services to financial institutions, retailers and
mobile phone operators. We process transactions for a network of automated
teller machines (ATMs) in Europe and India. We offer a suite of integrated
electronic fund transfer (EFT) software solutions for electronic payment and
transaction delivery systems. We provide comprehensive electronic payment
solutions consisting of ATM network participation, outsourced ATM management
solutions, electronic recharge services (for prepaid mobile airtime) and
integrated EFT software solutions. Through our wholly-owned subsidiaries, we
operate a network of point-of-sale (POS) terminals providing electronic
processing of prepaid mobile phone airtime ("top-up") services in the U.K.,
Australia, New Zealand, Ireland, Poland, the U.S. and Germany. Our customers
include banks, mobile phone operators and retailers that require electronic
financial transaction processing services.
RISK FACTORS
Investing in shares of our common stock involves a risk of loss. Before
investing in our common stock, you should carefully consider the risk factors
described in "Risk Factors" under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our periodic filings with the
SEC, including, but not limited to, our Amendment No. 1 to the Quarterly Report
on Form 10-Q/A for the quarter ended March 31, 2004 and subsequent periodic
filings containing updated disclosures of such factors, together with all of the
other information included in this prospectus and any prospectus supplement and
the other information that we have incorporated by reference. Any of these
risks, as well as other risks and uncertainties, could harm our business and
financial results and cause the value of our securities to decline, which in
turn could cause you to lose all or a part of your investment. These risks are
not the only ones facing our company. Additional risks not currently known to us
or that we currently deem immaterial also may impair our business.
USE OF PROCEEDS
We will receive no proceeds from the sale of the shares by the selling
stockholder. We will pay certain expenses related to the registration of the
shares of common stock.
THE SELLING STOCKHOLDER
We agreed to file this registration statement with the SEC for the benefit
of the selling stockholder. The shares are being registered to permit public
trading of the shares (without any restriction as to holding period or volume of
such sales). The selling stockholder, or his permitted transferees or other
successors in interest, may offer the shares for resale from time to time.
On July 6, 2004, we, through our subsidiary Payspot, Inc., a Delaware
corporation ("Payspot"), acquired 100% of the shares of Call Processing, Inc., a
Texas corporation ("CPI") for $5.7 million (the "Initial Payment") and certain
additional consideration described below, from Charles Stimson, the sole
shareholder of CPI. The Initial Payment was paid by Payspot through the issuance
of 251,588 shares of common stock of Euronet, par value $0.02 per share (the
"Euronet Stock"), valued at the average closing price for the 20 trading days
prior to the closing date. The transaction was completed pursuant to a share
purchase agreement between Payspot and Mr. Stimson (the "CPI Purchase
Agreement").
On the closing date, Payspot delivered 125,794 shares of Euronet Stock
(the "First Stock Payment") to Mr. Stimson as part of the Initial Payment and
retained 125,794 shares in escrow to satisfy any indemnification claims against
Mr. Stimson under the CPI Purchase Agreement (the "Escrow Shares"). The Escrow
Shares will be released as follows: (i) on July 1, 2005 Payspot will release
65,104 shares from escrow, less the amount of any indemnification claims against
Mr. Stimson under the CPI Purchase Agreement (the "Second Stock Payment"); and
(ii) on June 30, 2006, Payspot will release 60,690 shares from escrow, less the
amount of any indemnification claims against Mr. Stimson under the CPI Purchase
Agreement (the "Third Stock Payment").
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Under the CPI Purchase Agreement, Payspot is required to pay to Mr.
Stimson the amount, if any, by which the value of the Euronet Stock included in
the First Stock Payment is lower on the date of registration of such shares (the
"Registration Date") than on the closing date, which payment may be in cash or
additional shares of Euronet Stock. Under the CPI Purchase Agreement, Payspot is
also required to pay to Mr. Stimson the amount, if any, by which the value of
the Euronet Stock included as part of the Second Stock Payment and Third Stock
Payment is lower in value on the date such stock is released from escrow than on
the closing date, which payments may be in cash or additional shares of Euronet
Stock. In each case, the shares of Euronet Stock will be valued at the average
closing price for the 20 trading days prior to the registration date or the
applicable escrow release date, as the case may be. We have registered an
additional 88,710 shares of Euronet Stock for issuance of additional shares
relating to the First, Second and Third Stock Payments ("Stock Payment True-Up
Shares"). This estimate is based upon the closing price of our common stock of
$16.75 on August 3, 2004.
Under the CPI Purchase Agreement, Payspot is required to pay to Mr.
Stimson the amount, if any, by which the Net Current Assets (as defined in the
CPI Purchase Agreement), exceed $0.01 as of the closing ("Net Asset Payment").
The Net Asset Payment is to be made through the issuance of additional shares of
Euronet Stock valued at the average closing price for the 20 trading days prior
to payment. Our current estimate of the amount of the Net Asset Payment is
$697,568. We have registered an additional 41,646 shares of Euronet Stock ("Net
Asset Payment Shares") for the Net Asset Payment based upon the closing price of
our common stock of $16.75 as of August 3, 2004.
The CPI Purchase Agreement requires Payspot to make an earn-out payment
(the "Earn-out Payment") to Mr. Stimson if the gross profit of CPI for the third
and fourth calendar quarters of 2004 (the "Actual Gross Profit") exceeds the
gross profit of CPI for the first and second quarters of 2004 (the "Baseline
Gross Profit"). The amount of the Earn-out Payment will be eight times the
amount by which the Actual Gross Profit exceeds the Baseline Gross Profit. The
Earn-out Payment is to be made in shares of Euronet Stock that will be valued
based upon the average stock price for the 20 trading days prior to the date of
the Earn-out Payment. Based upon current projections of the future performance
of the acquired business, as to which we can provide no assurance, we estimate
that the Earn Out Payment will be approximately $1.6 million, and that the
number of shares of our common stock issuable in payment of the Earn Out Payment
will be approximately 95,522 shares (the "Earn Out Shares"), based upon a per
share price of $16.75, which was the closing price of our common stock as of
August 3, 2004
Mr. Stimson did not have a material relationship with us during the three
years prior to our acquisition of shares of CPI on July 6, 2004. Pursuant to the
CPI Purchase Agreement, Mr. Stimson will continue to serve as President of CPI.
We agreed to file this registration statement with the SEC for the benefit
of Mr. Stimson and to use our commercially reasonable efforts to file required
amendments and supplements to keep it current and effective until the earlier of
(i) the second anniversary of the closing of the initial purchase transaction on
July 9, 2004, (ii) the date that Mr. Stimson may sell his shares without
restriction by the volume limitations of Rule 144(e) under the Securities Act of
1933, as amended, or (iii) the date that all of the shares issued to Mr. Stimson
subject to this prospectus have been sold pursuant to the registration statement
of which this prospectus is a part.
The table below shows the number of shares owned by Mr. Stimson based upon
information he has provided to us as of July 30, 2004. These numbers do not
reflect the impact of any adjustments or limitations described in the foregoing
paragraphs. We cannot estimate the number of shares Mr. Stimson will hold after
completion of this offering because he may sell all or a portion of the shares
and there are currently no agreements, arrangements or understandings with
respect to the number of shares to be sold by him. We have assumed for purposes
of this table that none of the shares offered by this prospectus will be held by
Mr. Stimson after the completion of this offering.
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Number of
Additional
Shares of
Common
Stock That Number of
Number of May Be Number of Shares of
Shares of Issued or Shares of Common Stock
Common Stock Transferred Common Stock Owned Upon
Name of Owned Prior to the Offered Completion
Selling to this Selling Under this of the
Stockholder Offering Stockholder Prospectus Offering
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Charles Stimson 125,794 (1) 351,672(2) 477,466 -0-
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(1) All such shares were issued to Mr. Stimson on July 9, 2004 as part of the
purchase price for all of the shares in CPI acquired by us.
(2) The shares set forth include (a) 125,794 shares of our common stock
representing the Escrow Shares, (b) 88,710 shares of our common stock
representing the Stock Payment True-Up Shares, based upon current estimates, (c)
41,646 shares of our common stock representing the Net Asset Payment Shares,
based upon current estimates, and (d) 95,522 shares of our common stock
representing the Earn Out Shares, based upon current estimates.
PLAN OF DISTRIBUTION
The shares offered by this prospectus may be sold or distributed from time
to time by the selling stockholder or his permitted transferees (including
donees) or other successors in interest, directly to one or more purchasers
(including pledgees) or through brokers, dealers or underwriters who may act
solely as agents or who may acquire shares as principals and will act
independently of us in making decisions with respect to the timing, manner and
size of each sale.
The shares may be sold in one or more transactions at:
o fixed prices,
o prevailing market prices at the time of sale,
o prices related to the prevailing market prices,
o varying prices determined at the time of sale, or
o otherwise negotiated prices.
The shares may be sold by one or more of, or a combination of, the
following methods, in addition to any other method permitted under this
prospectus, to the extent permitted by applicable law:
o a block trade in which the broker-dealer so engaged will attempt to
sell the offered securities as agent but may position and resell a
portion of the block as principal to facilitate the transaction,
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account pursuant to this prospectus,
o on any national securities exchange or quotation service on which our
common stock may be listed or quoted at the time of sale, including
the Nasdaq National Market,
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers,
o privately negotiated transactions,
o by pledge to secure debts or other obligations,
o put or call transactions,
o to cover hedging transactions, or
o underwritten offerings.
If required, this prospectus may be amended or supplemented on a continual
basis to describe a specific plan of distribution. In making sales,
broker-dealers engaged by the selling stockholder may arrange for other
broker-dealers to participate in the resales.
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In connection with the sale of shares, the selling stockholder may,
subject to the terms of his agreements with us and applicable law, (i) enter
into transactions with brokers, dealers or others, who in turn may engage in
short sales of the shares in the course of hedging the positions they assume,
(ii) sell short or deliver shares to close out positions or (iii) loan shares to
brokers, dealers or others that may in turn sell such shares. The selling
stockholder may enter into option or other transactions with broker-dealers or
other financial institutions that require the delivery to the broker-dealer of
the shares. The broker-dealer or other financial institution may then resell or
transfer these shares through this prospectus. The selling stockholder may also
loan or pledge his shares to a broker-dealer or other financial institution. The
broker-dealer or other financial institution may sell the shares which are
loaned or pursuant to a right to rehypothecate while pledged or, upon a default,
the broker-dealer or other financial institution may sell the pledged shares by
use of this prospectus. The broker, dealer or other financial institution may
use shares pledged by the selling stockholder or borrowed from the selling
stockholder or others to settle those sales or to close out any related open
borrowing of shares, and may use securities received from the selling
stockholder in settlement of those derivatives to close out any related open
borrowing of shares. Some or all of the shares offered in this prospectus may
also be sold to or through an underwriter or underwriters. Any shares sold in
that manner will be acquired by the underwriters for their own accounts and may
be resold at different times in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. These shares may be offered to the public through
underwriting syndicates represented by one or more managing underwriters or may
be offered to the public directly by one or more underwriters. Any public
offering price and any discounts or concessions allowed or disallowed to be paid
to dealers, in connection with any sales to or through an underwriter, may be
changed at different times. We have been advised by the selling stockholder that
he has not, as of the date of this prospectus, entered into any arrangement with
any agent, broker or dealer for the sale of the shares.
The selling stockholder may pay usual and customary or specifically
negotiated underwriting discounts and concessions or brokerage fees or
commissions in connection with his sales. The selling stockholder has agreed not
to use the registration statement of which this prospectus forms a part for
purposes of an underwritten offering without our consent.
The selling stockholder and any dealers or agents that participate in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended, and any profit on the sale of shares
by them and any commissions received by any such dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act of
1933, as amended.
Because the selling stockholder may be deemed to be an "underwriter"
within the meaning of the Securities Act of 1933, as amended, the selling
stockholder will be subject to the prospectus delivery requirements of the
Securities Act of 1933, as amended. Neither the delivery of any prospectus, or
any prospectus supplement, nor any other action taken by the selling stockholder
or any purchaser relating to the purchase or sale of shares under this
prospectus shall be treated as an admission that any of them is an underwriter
within the meaning of the Securities Act of 1933, as amended, relating to the
sale of any shares.
We will make copies of this prospectus available to the selling
stockholder and have informed him of the need for delivery of copies of this
prospectus to purchasers at or prior to the time of any sale of the shares
offered hereby.
To the extent required by the Securities Act of 1933, as amended, a
prospectus supplement or amendment will be filed and disclose the specific
number of shares of common stock to be sold, the name of the selling
stockholder, the purchase price, the public offering price, the names of any
agent, dealer or underwriter, and any applicable commissions paid or discounts
or concessions allowed with respect to a particular offering and other facts
material to the transaction.
We have agreed to bear certain expenses of registration of the common
stock under federal and state securities laws and of any offering and sale
hereunder but not certain other expenses, such as discounts and commissions of
underwriters, brokers, dealers or agents attributable to the sale of the shares,
and fees and disbursements of any counsel, advisors or experts retained by or on
behalf of any selling stockholder. The aggregate proceeds to the selling
stockholder from the sale of the shares will be the purchase price of the common
stock sold, less the aggregate agents' commissions, if any, and other expenses
of issuance and distribution not borne by us.
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We may suspend the use of this prospectus and any supplements hereto upon
any event or circumstance which necessitates the making of any changes in the
registration statement or prospectus, or any document incorporated or deemed to
be incorporated therein by reference, so that, in the case of the registration
statement, it will not contain any untrue statement of a material fact or any
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and that in the case of the
prospectus, it will not contain any untrue statement of a material fact or any
omission to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.
The shares may be sold through registered or licensed brokers or dealers
if required under applicable state securities laws.
Any securities covered by this prospectus that qualify for sale pursuant
to Rule 144 under the Securities Act of 1933, as amended, may be sold under that
rule rather than pursuant to this prospectus.
We cannot assure you that the selling stockholder will sell any or all of
the common stock offered hereunder.
LEGAL MATTERS
The validity of the common stock offered by this prospectus is being
passed upon by Stinson Morrison Hecker LLP.
EXPERTS
The consolidated financial statements of Euronet Worldwide, Inc. and
subsidiaries as of and for the year ended December 31, 2003 have been
incorporated by reference herein in reliance upon the report of KPMG LLP,
independent registered public accounting firm, incorporated herein by reference,
and upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Euronet Worldwide, Inc. and
subsidiaries as of December 31, 2002 and for each of the years in the two-year
period ended December 31, 2001 have been incorporated by reference herein in
reliance upon the report of KPMG Audyt Sp. z o.o. (f/k/a KPMG Polska Sp. z
o.o.), independent registered public accounting firm, incorporated herein by
reference, and upon the authority of said firm as experts in accounting and
auditing.
The financial statements of transact Elektronische Zaklungssysteme GmbH,
Martinsried that are incorporated in this registration statement by reference to
our Current Report on Form 8-K/A filed February 9, 2004 have been so
incorporated in reliance upon the report of Grant Thornton GmbH, Hamburg,
Germany. Such financial statements are included upon reliance of the report of
Grant Thornton GmbH, Hamburg, Germany, given upon the authority of such firm in
accounting and auditing.
The financial statements of e-pay Limited that are incorporated in this
registration statement by reference to our Current Report on Form 8-K/A dated
May 2, 2003 have been so incorporated in reliance upon the report of
PricewaterhouseCoopers LLP given on their authority as experts in accounting and
auditing.
HOW TO OBTAIN MORE INFORMATION
We file annual, quarterly and interim reports, proxy and information
statements and other information with the SEC. These filings contain important
information which does not appear in this prospectus. You may read and copy any
materials we file at the SEC's public reference room at 450 Fifth Street, NW,
Room 1024, Washington, D.C. 20549. You may obtain information on the operation
of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements and other information regarding us at http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933, as amended, with respect to the common stock offered by
this prospectus. This prospectus does not contain all of the
6
information in the registration statement. We have omitted certain parts of the
registration statement, as permitted by the rules and regulations of the SEC.
You may inspect and copy the registration statement, including exhibits, at the
SEC's public reference facilities or web site.
INCORPORATION OF INFORMATION FILED WITH THE SEC
The SEC allows us to "incorporate by reference" into this prospectus,
which means that we may disclose important information to you by referring you
to other documents that we have filed or will file with the SEC. We are
incorporating by reference into this prospectus the following documents filed
with the SEC:
o Our Annual Report on Form 10-K for the year ended December 31, 2003
(including information specifically incorporated by reference into
our Form 10-K from our definitive Proxy Statement filed April 20,
2004),
o Our Quarterly Report on Form 10-Q and Amendment No. 1 to our
Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2004,
o Our Current Reports on Form 8-K filed January 5, 2004, February 20,
2004, February 25, 2004, April 2, 2004, April 28, 2004, June 1, 2004,
June 14, 2004 and July 28, 2004, and our Current Reports on Form
8-K/A filed May 2, 2003, January 5, 2004, February 9, 2004 and June
15, 2004,
o The description of our common stock contained in our registration
statement on Form 8-A, dated February 21, 1997, including any
amendment or reports filed for the purpose of updating that
description,
o The description of our preferred stock purchase rights contained in
our registration statement on Form 8-A, dated March 24, 2003,
including any amendment or reports filed for the purpose of updating
that description.
All documents which we file with the SEC pursuant to section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this prospectus and before the termination of this offering of common stock
shall be deemed to be incorporated by reference in this prospectus and to be a
part of it from the filing dates of such documents. Also, all such documents
filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange act of 1934, as amended, after the date of the registration
statement of which this prospectus forms a part and prior to effectiveness of
the registration statement shall be deemed to be incorporated by reference in
this prospectus and to be a part of it from the filing dates of such documents.
Certain statements in and portions of this prospectus update and supersede
information in the above listed documents incorporated by reference. Likewise,
statements in or portions of a future document incorporated by reference in this
prospectus may update and supersede statements in and portions of this
prospectus or the above listed documents.
The following information contained in such documents is not incorporated
herein by reference: (i) information furnished under Items 9 and 12 of our
Current Reports on Form 8-K, (ii) certifications accompanying or furnished in
any such documents pursuant to Title 18, Section 1350 of the United States Code
and (iii) any other information in such documents which is not deemed to be
filed with the SEC under Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section. We have
furnished information under Item 12 of the Current Report on Form 8-K, "Reports
of Operations and Financial Condition," in the Current Report on Form 8-K filed
by us on February 20, 2004.
We shall provide you without charge, upon your written or oral request, a
copy of any of the documents incorporated by reference in this prospectus, other
than exhibits to such documents which are not specifically incorporated by
reference into such documents or this prospectus. Please direct your written or
telephone requests to:
7
Euronet Worldwide, Inc.
Attn: Corporate Secretary
4601 College Boulevard
Suite 300
Leawood, Kansas 66211
(913) 327-4200
8
- --------------------------------------------------------------------------------
You should rely only on the information contained in or incorporated by
reference into this prospectus. We have not authorized anyone to provide you
with different information, and you should not rely on any such information. We
are not making an offer of these securities in any jurisdiction where an offer
or sale of these securities is not permitted. You should not assume that the
information in this prospectus, and the documents incorporated by reference
herein, is accurate as of any date other than their respective dates. Our
business, financial condition, results of operations and prospects may have
changed since such dates.
EURONET WORLDWIDE
---------------------
477,466 Shares
Euronet Worldwide, Inc.
Common Stock
---------------------
PROSPECTUS
---------------------
___________, 2004
- --------------------------------------------------------------------------------
II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses to be borne by the Registrant in connection with
the offering are as follows:
Amount to be
Paid
--------------
Securities and Exchange Commission $ 1,020
registration fee
Accounting fees and expenses 12,000
Legal fees and expenses 6,000
Miscellaneous expenses (including printing 2,000
expenses)
--------------
Total $ 21,020
==============
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Article Eighth of the Registrant's amended
certificate of incorporation and Article VII of the Registrant's bylaws provide
for indemnification of the Registrant's directors and officers to the maximum
extent permitted by the Delaware General Corporation Law. The Registrant also
maintains, and intends to continue to maintain, insurance for the benefit of its
directors and officers to insure these persons against certain liabilities,
including liabilities under the securities laws.
Item 16. Exhibits
The index to exhibits appears immediately following the signature pages to
this Registration Statement.
Item 17. Undertakings
(a) 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, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of the securities offered would not exceed that
which was registered) and any deviation from the low or high end of
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the change in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(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;
II-2
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(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.
(b) The undersigned registrant hereby undertakes 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 the
Securities Exchange Act of 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions of the Delaware General
Corporation Law, the certificate of incorporation or bylaws of the registrant or
resolutions of the registrant's board of directors adopted pursuant thereto, 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 Securities Act of 1933, 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
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-3 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 this 4th day of August,
2004.
EURONET WORLDWIDE, INC.
By: /s/ Daniel R. Henry
----------------------------
Name: Daniel R. Henry
Title: Chief Operating Officer
and 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, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Michael J. Brown
- ------------------------- Chairman of the Board of August 4, 2004
Michael J. Brown Directors, Chief Executive
Officer and Director (principal
executive officer)
/s/Daniel R. Henry
- ------------------------- Chief Operating Officer, August 4, 2004
Daniel R. Henry President and Director
/s/M. Jeannine Strandjord Director August 4, 2004
- -------------------------
M. Jeannine Strandjord
/s/Paul S. Althasen Director August 4, 2004
- -------------------------
Paul S. Althasen
/s/Andrew B. Schmitt
- ------------------------- Director August 4, 2004
Andrew B. Schmitt
/s/Rick L. Weller
- ------------------------- Executive Vice President and August 4, 2004
Rick L. Weller Chief Financial Officer
(principal financial and
accounting officer)
II-4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Certificate of Incorporation of Euronet Worldwide, Inc., as amended
(filed as Exhibit 3.1 to the Company's annual report on Form 10-K for
the year ended December 31, 2001, and incorporated by reference herein)
4.2 Bylaws of Euronet Worldwide, Inc. (filed as Exhibit 3.2 to the Company's
registration statement on Form S-1 filed on December 18, 1996
(Registration No. 333-18121), and incorporated by reference herein)
4.3 Amendment No. 1 to Bylaws of Euronet Worldwide, Inc. (filed as Exhibit
3(ii) to the Company's quarterly report on Form 10-Q for the fiscal
period ended March 31, 1997, and incorporated by reference herein)
4.4 Amendment No. 2 to Bylaws of Euronet Worldwide, Inc. (filed as Exhibit
3.1 to the Company's current report on Form 8-K filed on March 24, 2003,
and incorporated by reference herein)
4.5 Form of Certificate issued to the shareholders of transact Elektronische
Zahlungssysteme GmbH, dated November 19/20, 2003 (filed as Exhibit 4.1
to the Company's current report on Form 8-K filed on November 25, 2003,
and incorporated by reference herein)
4.6 Certificate of Additional Investment Rights issued to Fletcher
International, Ltd. on November 21, 2003 (filed as Exhibit 4.2 to the
Company's current report on Form 8-K filed on November 25, 2003, and
incorporated by reference herein)
4.7 Agreement, dated November 20, 2003, between Euronet Worldwide, Inc. and
Fletcher International, Ltd. (filed as Exhibit 10.1 to the Company's
current report on Form 8-K filed on November 25, 2003, and incorporated
by reference herein)
4.8 Rights Agreement, dated as of March 21, 2003, between Euronet Worldwide,
Inc. and EquiServe Trust Company, N.A. (filed as Exhibit 4.1 to the
Company's current report on Form 8-K filed on March 24, 2003, and
incorporated by reference herein)
4.9 First Amendment to Rights Agreement, dated as of November 28, 2003,
between Euronet Worldwide, Inc. and EquiServe Trust Company, N.A. (filed
as Exhibit 4.1 to the Company's current report on Form 8-K filed on
December 4, 2003, and incorporated by reference herein)
5 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)
24 Power of Attorney (included on signature page)
Exhibit 5
[Letterhead of Stinson Morrison Hecker LLP]
August 5, 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-3 (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 414,657
shares of the Company's common stock, $0.02 par value per share (collectively,
the "Shares"), issued to the selling stockholder listed in the Registration
Statement.
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:
(a) we are of the opinion that the Company has authority pursuant to
its Certificate of Incorporation, as amended, to issue up to an aggregate
of 60,000,000 shares of common stock, $0.02 par value per share ("Common
Stock").
(b) with respect to an aggregate of 251,588 Shares subject to the
Registration Statement issued to or for the benefit of Charles Stimson
prior to the date hereof, we are of the opinion that such Shares have been
duly authorized, were legally issued and are fully paid and nonassessable.
(c) with respect to an aggregate of 225,878 Shares subject to the
Registration Statement that may be issued to or for the benefit of Mr.
Stimson as "Stock Payment True-Up Shares", "Earn Out Shares" and "Net
Asset Payment Shares" pursuant to the "CPI Purchase Agreement", as defined
in the prospectus included in the Registration Statement, 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, we are of the opinion that such
Shares have been duly authorized and upon issuance shall be legally issued
and fully paid and nonassessable.
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 under the
heading "Legal Matters" 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-3 of Euronet Worldwide, Inc., and the reference
to our firm under the heading "Experts" in the registration statement.
/s/KPMG LLP
Kansas City, Missouri
August 3, 2004
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
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-3 of Euronet
Worldwide, Inc. used to register 477,466 shares of common stock, par value
$0.02 per share and the reference to our firm under the heading "Experts" in
the registration statement.
/s/ KPMG Audyt Sp. z o.o.
Warsaw, Poland
August 3, 2004
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 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 and Prospectus, and
to the use of our name as it appears under the caption "Experts."
Grant Thornton GmbH
Hamburg, Germany
August 3, 2004
Grant Thornton GmbH
Wirtschaftsprufungsgessellschaft
/s/ Dr. Kirnberger /s/ Fleischmann
Wirtschaftsprufer Wirtschaftssprufer
Exhibit 23.4
Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 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. We also consent to the reference to us under the heading "Experts"
in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
London
August 3, 2004