Prospectus Supplement No. 1 dated Filed pursuant to Rule 424(b)(3)
September 30,2004
(To Prospectus dated August 18, 2004) SEC File No.333-117948
PROSPECTUS SUPPLEMENT
[Euronet Worldwide Logo]
Euronet Worldwide, Inc.
477,466 shares of Common Stock
This prospectus supplement relates to the offer and sale of shares of our
common stock by selling stockholders. This prospectus supplement may only be
delivered or used in connection with our prospectus dated August 18, 2004.
Our common stock is listed on the Nasdaq National Market under the symbol
"EEFT."
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 supplement is September 30, 2004.
The information set forth below supplements or supercedes in part the
information contained under the caption "Selling Stockholder" in our prospectus.
Charles Stimson transferred certain shares of Euronet stock and the right
to receive certain additional shares of Euronet stock covered by the prospectus
in a private transaction to Brady Beshear.
Mr. Beshear did not have a material relationship with us during the three
years prior to our acquisition of shares of CPI on July 6, 2004 and has not had
a material relationship with us since that date.
The table below shows the number of shares owned by the selling
stockholders based upon information they have provided to us as of September 27,
2004. These numbers do not reflect the impact of any adjustments or limitations
described in the prospectus and this prospectus supplement. We cannot estimate
the number of shares the selling stockholders will hold after completion of this
offering because they 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 them. We have assumed for purposes of this table
that none of the shares offered will be held by the selling stockholders 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 123,254(1) 253,494(2) 376,748 -0-
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Brady Beshear 32,868(1) 67,850(3) 100,718 -0-
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TOTAL 156,122(1) 321,344 477,466 -0-
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(1) The 156,122 shares consist of 125,794 shares issued to Mr. Stimson as the
First Stock Payment (as defined in the prospectus) and 30,328 additional shares
issued to Mr. Stimson as the Stock Payment True-Up Shares (as defined in the
prospectus) payable with respect to the First Stock Payment. Mr. Stimson
transferred 32,868 of these shares to Mr. Beshear.
(2) The shares set forth include (a) 98,844 shares of our common stock
representing Mr. Stimson's share of the Escrow Shares, (b) 44,915 shares of our
common stock representing Mr. Stimson's share of the Stock Payment True-Up
Shares, based upon current estimates, (c) 33,317 shares of our common stock
representing Mr. Stimson's share of the Net Asset Payment Shares, based upon
current estimates, and (d) 76,418 shares of our common stock representing Mr.
Stimson's share of the Earn Out Shares, based upon current estimates.
(3) Based upon information provided to us by the selling stockholders, these
shares represent shares which Mr. Stimson is required to transfer to Mr. Beshear
if and when such shares are issued to Mr. Stimson by us, pursuant to an
agreement between Mr. Stimson and Mr. Beshear. The shares set forth include (a)
26,950 shares of our common stock representing Mr. Beshear's share of the Escrow
Shares, (b) 13,467 shares of our common stock representing Mr. Beshear's share
of the Stock Payment True-Up Shares, based upon current estimates, (c) 8,329
shares of our common stock representing Mr. Beshear's share of the Net Asset
Payment Shares, based upon current estimates, and (d) 19,104 shares of our
common stock representing Mr. Beshear's share of the Earn Out Shares, based upon
current estimates.
You should rely only on the information contained in or incorporated by
reference into the prospectus and this prospectus supplement. 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 the prospectus and this prospectus
supplement, 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 Logo]
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477,466 Shares
Euronet Worldwide, Inc.
Common Stock
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PROSPECTUS SUPPLEMENT
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September 30, 2004