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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))
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Item 7.01 Regulation FD Disclosure
On December 9, 2004, the Company issued a press release announcing
the pricing of its offering of $125 million aggregate principal amount of
convertible senior debentures due 2024. The debentures are being sold to
qualified institutional buyers pursuant to Rule 144A under the Securities
Exchange Act of 1933. In addition, the Company granted the initial purchaser an
option to purchase up to an additional $15 million aggregate principal amount of
the debentures. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
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
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Daniel R. Henry
Chief Operating Officer
Date: December 10, 2004.
[Euronet Worldwide] N e w s R e l e a s e
Corporate Headquarters
4601 College Boulevard For Immediate Release Date: December 1, 2004
Suite 300 Media Contact: Misti Garffie 1-913-327-4257
Leawood,Kansas, 66211 USA mgarffie@euronetworldwide.com
Investor Relations: IR Dept. 1-913-327-4200
investor@euronetworldwide.com
Euronet Worldwide Announces Pricing of Convertible Senior
Debentures Offering
LEAWOOD, KANSAS-December 9, 2004-Euronet Worldwide, Inc. (Nasdaq: EEFT),
announced today the pricing of $125 million aggregate principal amount of its
Convertible Senior Debentures due 2024 reflecting an increase in the aggregate
offering size by $25 million. The debentures are being sold to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended. In addition, Euronet granted the initial purchaser an option to
purchase up to an additional $15 million aggregate principal amount of the
debentures. The private placement is expected to close on December 15, 2004.
The debentures will be senior unsecured obligations of Euronet and will be
convertible, under certain circumstances, into common stock of Euronet, at an
initial conversion rate of 29.7392 shares per $1,000 principal amount of
debentures, subject to adjustment. Interest on the debentures will be payable in
cash at a rate of 1.625 percent per annum. The debentures may be redeemed by
Euronet on or after December 20, 2009. Holders of debentures may on specified
dates and upon the occurrence of certain circumstances, have the right to
require Euronet to repurchase some or all of their debentures. The debentures
will mature on December 15, 2024.
Euronet intends to use the net proceeds from this offering to repay
approximately $54.3 million of its outstanding debt and to use the remainder for
general corporate purposes, which may include share repurchases.
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.
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.
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