As filed with the Securities and Exchange Commission on September 9, 2005
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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
of incorporation) Identification No.)
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)
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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 General Counsel Stinson Morrison Hecker LLP
Euronet Worldwide, Inc. 1201 Walnut
2nd Floor, Kelting House Kansas City, Missouri 64106
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 of
to be Registered to be Maximum Maximum Registration
Registered(1) Aggregate Aggregate Fee(2)
Price Per Offering
Unit(2) Price(2)
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Common Stock, par value $0.02 104,829 $29.09 $3,049,475.61 $358.92
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 September 7, 2005.
(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 SEPTEMBER 9, 2005
PROSPECTUS
[GRAPHIC OMITTED]
Euronet Worldwide, Inc.
104,829 shares of Common Stock
-----------------------
This prospectus relates to the offer and sale of shares of our common
stock by the selling stockholders. The shares to be sold by the selling
stockholders were obtained from us in connection with our acquisition of
Continental Transfer, LLC as further described in this prospectus under the
heading "The Selling Stockholders." These shares of common stock include
preferred stock purchase rights attached to the common stock under our
stockholder rights plan. The selling stockholders or their permitted transferees
or other successors in interest may offer and sell these shares of common stock
from time to time.
The selling stockholders or their 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 3 for a further description of how the selling stockholders 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 stockholders pursuant to this prospectus.
Our common stock is listed on the Nasdaq National Market under the symbol
"EEFT." On September 8, 2005, the last reported sale price of our common stock
on the Nasdaq National Market was $29.65 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 , 2005.
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 STOCKHOLDERS..........................................2
PLAN OF DISTRIBUTION..............................................4
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
stockholders may sell some or all of their 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
SEC, including, but not limited to, our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2005 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.
Our principal executive offices are located at 4601 College Boulevard,
Suite 300, Leawood, Kansas 66211, and our telephone number is (913) 327-4200.
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 Quarterly Report on Form 10-Q for the
quarter ended June 30, 2005 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. Statements in or portions of a future document
incorporated by reference in this prospectus, including, without limitation,
those relating to risk factors, may update and supersede statements in and
portions of this prospectus or such incorporated documents.
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 STOCKHOLDERS
We agreed to file this registration statement with the SEC for the benefit
of the selling stockholders. 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 stockholders, or their permitted transferees or other
successors in interest, may offer the shares for resale from time to time.
On May 6, 2005, we entered into a merger agreement with Continental
Transfer, LLC ("Continental") and the members in Continental for the acquisition
of Continental. Pursuant to the merger agreement, a wholly-owned subsidiary of
ours was merged into Continental. The total consideration payable in the merger
to the members of Continental was $13,000,000 (subject to certain holdbacks) of
which $3,000,000 was payable in shares of our common stock. On May 6, 2005 we
completed this acquisition and issued an aggregate of 104,829 shares of our
common stock in payment of the stock portion of the merger consideration. The
number of shares issued in connection with the acquisition of Continental was
based on a
2
per share value of $28.62 which was equal to the average closing price for our
common stock for the 20 trading days ending 3 days prior to the closing of the
acquisition.
We did not have a material relationship with any of the members of
Continental during the three years prior to our acquisition of Continental on
May 6, 2005, and have not had a material relationship with any of them since
that date through the date of this prospectus.
We agreed to file this registration statement with the SEC for the benefit
of the members of Continental 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 acquisition on
May 6, 2005, (ii) the date that the selling stockholders may sell their 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 the selling stockholders subject to this prospectus have been sold
pursuant to the registration statement of which this prospectus is a part.
Selling Stockholders. The table below shows the number of shares owned by
the selling stockholders based upon information they have provided to us as of
September 9, 2005. 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 by this prospectus will be held by the selling stockholders after the
completion of this offering.
- ---------------------- ------------------ ------------------ -------------------
Number of Shares Number of Shares Number of Shares
of of of
Common Stock Common Stock Common Stock
Owned Prior to Offered Under Owned Upon
Name of Selling this this Completion of the
Stockholder Offering Prospectus Offering
- ---------------------- ------------------ ------------------ -------------------
Wayne P. Cooper 54,620 54,620 0
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Miles Janes Smith, Jr. 37,690 37,690 0
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Donald Haack 1,001 1,001 0
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Patrick C. Brown 2,674 2,674 0
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James E. Pugh, Jr. 535 535 0
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Harry C. Tucker 535 535 0
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Margaret M. Britton 2,002 2,002 0
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Arthur M. Britton 1,001 1,001 0
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Britton Mountain 1,001 1,001 0
Properties
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William R. Britton, Jr. 1,001 1,001 0
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Derick S. Close 2,769 2,769 0
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Total: 104,829 104,829 0
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3
PLAN OF DISTRIBUTION
The shares offered by this prospectus may be sold or distributed from time
to time by the selling stockholders or their permitted transferees 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 stockholders may arrange for other
broker-dealers to participate in the resales.
In connection with the sale of shares, the selling stockholders may,
subject to the terms of their agreement 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
stockholders 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 stockholders
4
may also loan or pledge their 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 stockholders or
borrowed from the selling stockholders or others to settle those sales or to
close out any related open borrowing of shares, and may use securities received
from the selling stockholders 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 stockholders that they have 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 stockholders may pay usual and customary or specifically
negotiated underwriting discounts and concessions or brokerage fees or
commissions in connection with their sales. The selling stockholders have 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 stockholders 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 stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended, the selling stockholders
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 stockholders 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
stockholders and have informed them 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
stockholders, 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 stockholders. The aggregate proceeds to the selling
stockholders 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.
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
5
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 stockholders will sell any or all of
the common stock offered hereunder.
LEGAL MATTERS
The validity of the securities 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 December 31, 2004 and 2003, and for each of the years in the
two-year period ended December 31, 2004, and management's assessment of the
effectiveness of internal control over financial reporting as of December 31,
2004, have been incorporated by reference herein in this registration statement
in reliance upon the reports of KPMG LLP, independent registered public
accounting firm, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
The audit report on management's assessment of the effectiveness of
internal control over financial reporting and the effectiveness of internal
control over financial reporting as of December 31, 2004 contains an explanatory
paragraph that states that Euronet Worldwide, Inc. acquired Call Processing Inc.
(CPI) and Movilcarga during 2004, and management and KPMG LLP have excluded
these entities from their assessment of the effectiveness of Euronet Worldwide,
Inc.'s internal control over financial reporting as of December 31, 2004. CPI
and Movilcarga's internal control over financial reporting is associated with
total assets of $36.9 million and total revenues of $4.5 million, included in
the consolidated financial statements of Euronet Worldwide, Inc. and
subsidiaries as of and for the year ended December 31, 2004.
The consolidated statements of operations and comprehensive loss, changes
in stockholders' equity/(deficit), and cash flows of Euronet Worldwide, Inc. and
subsidiaries for the year ended December 31, 2002, have been incorporated by
reference into this registration statement, 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 by reference herein, and upon authority of said
firm as experts 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 filed on
May 2, 2003 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
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
6
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 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, 2004
(including information specifically incorporated by reference into our
Form 10-K from our definitive proxy statement filed on April 12,
2005);
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2005 and June 30, 2005;
o Our Current Reports on Form 8-K filed March 22, 2005 and April 15,
2005;
o Our Current Report on Form 8-K/A filed on May 2, 2003;
o The description of our common stock contained in our registration
statement on Form 8-A/A, dated November 24, 2004, 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/A, dated November 24, 2004,
including any amendment or reports filed for the purpose of updating
that description.
All documents which we file with the Commission 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
securities (other than current reports on Form 8-K containing only information
furnished under and exhibits relating to Item 7.01 or Item 2.02 of Form 8-K,
unless such report specifically provides for such incorporation) 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 Commission 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 (other than current reports on Form 8-K containing only
information furnished under and exhibits relating to Item 7.01 or Item 2.02 of
Form 8-K, unless such report specifically provides for such incorporation) 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. Any statement incorporated or deemed
to be incorporated herein shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
The following information contained in documents described above is not
incorporated herein by reference: (i) information furnished under and exhibits
relating to Items 7.01 and 2.02 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
7
otherwise subject to the liabilities of that section (except the information in
Part I of our Quarterly Reports on Form 10-Q).
Documents incorporated by reference are available from us without charge,
excluding any exhibit to those documents unless the exhibit is specifically
incorporated by reference as an exhibit in this prospectus. You can obtain
documents incorporated by reference in this prospectus by requesting them in
writing or by telephone from us at the following address:
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.
104,829 Shares
Euronet Worldwide, Inc.
Common Stock
---------------
PROSPECTUS
---------------
, 2005
- --------------------------------------------------------------------------------
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 registration fee $ 358
Accounting fees and expenses 3,000
Legal fees and expenses 5,000
Miscellaneous expenses (including printing expenses) 1,000
------------------
Total $ 9,358
==================
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 9th day of
September, 2005.
EURONET WORLDWIDE, INC.
By: /s/ Michael J. Brown
-----------------------------------------
Name: Michael J. Brown
Title: Chairman of the Board of Directors
and Chief Execuitve Officer
II-4
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 September 9, 2005
Michael J. Brown Directors, Chief Executive
Officer and Director (principal
executive officer)
/s/ Daniel R. Henry
- -------------------------- Chief Operating Officer, September 9, 2005
Daniel R. Henry President and Director
/s/ Eriberto R. Scocimara
- -------------------------- Director September 9, 2005
Eriberto R. Scocimara
/s/ Thomas A. McDonnell
- -------------------------- Director September 9, 2005
Thomas A. McDonnell
/s/ M. Jeannine Strandjord
- -------------------------- Director September 9, 2005
M. Jeannine Strandjord
/s/ Andzrej Olechowski
- -------------------------- Director September 9, 2005
Andzrej Olechowski
- -------------------------- Director September 9, 2005
Paul S. Althasen
/s/ Andrew B. Schmitt
- -------------------------- Director September 9, 2005
Andrew B. Schmitt
/s/ Rick L. Weller
- -------------------------- Executive Vice President and September 9, 2005
Rick L. Weller Chief Financial Officer
(principal financial and
accounting officer)
II-5
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
2.1 Agreement for the Purchase of the Entire Issued Share Capital of e-pay
between Euronet Worldwide, Inc. and the Shareholders of e-pay dated
February 19, 2003 (filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed on March 6, 2003 and incorporated by
reference herein)
2.2 Share Purchase and Transfer Agreement, dated November 19/20, 2003,
among Euronet Worldwide, Inc., Delta Euronet GmbH, EFT Services
Holding B.V. and the shareholders of Transact Elektronische
Zahlungssysteme GmbH (filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed on November 25, 2003, and incorporated by
reference herein)
2.3 Asset Purchase Agreement among Alltel Information Services, Inc.,
Euronet USA and EFT Network Services LLC (DASH) dated January 4, 2002
relating to the sale of assets of DASH (filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on January 4, 2002 and
incorporated by reference herein)
2.4 Asset Purchase Agreement among Euronet Worldwide, Inc. and Austin
International Marketing and Investments, Inc. and Joseph P. Bodine and
David Hawkins dated August 23, 2003 (filed as Exhibit 2.4 to the
Company's Annual Report on Form 10-K for the year ended December 31,
2003, and incorporated by reference herein)
3.1 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)
3.2 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)
3.3 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)
3.4 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)
4.1 Indenture dated as of June 22, 1998 between Euronet Services Inc. and
State Street Bank and Trust Company, as Trustee (filed as Exhibit 4.3
to the Registrant's S-1/A filed on June 16, 1998, and incorporated by
reference herein)
4.2 Warrant Agreement dated as of June 22, 1998 between Euronet Services
Inc. and State Street Bank and Trust Company, as Warrant Agent (filed
as Exhibit 4.4 to the Registrant's S-1/A filed on June 16, 1998, and
incorporated by reference herein)
4.3 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)
4.4 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)
4.5 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)
4.6 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)
II-6
4.7 Indenture, dated as of December 15, 2004, between Euronet Worldwide,
Inc. and U.S. Bank National Association (filed as exhibit 4.10 to the
Company's Registration Statement on Form S-3/A filed on January 26,
2005 and incorporated by reference herein)
4.8 Purchase Agreement, dated as of December 9, 2004, among Euronet
Worldwide, Inc. and Banc of America Securities LLC (filed as exhibit
4.10 to the Company's Registration Statement on Form S-3/A filed on
January 26, 2005 and incorporated by reference herein)
4.9 Registration Rights Agreement, dated as of December 15, 2004, among
Euronet Worldwide, Inc. and Banc of America Securities LLC (filed as
exhibit 4.11 to the Company's Registration Statement on Form S-3/A
filed on January 26, 2005 and incorporated by reference herein)
4.10 Specimen 1.625% Convertible Senior Debenture due 2024 (Certificated
Security) (filed as exhibit 4.14 to the Company's Registration
Statement on Form S-3/A filed on January 26, 2005 and incorporated by
reference herein)
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 PricewaterhouseCoopers LLP
23.4 Consent of Stinson Morrison Hecker LLP (included in Exhibit 5)
24 Power of Attorney (included on signature page)
II-7
Exhibit 5.1
[Letterhead of Stinson Morrison Hecker LLP[
September 9, 2005
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 104,829
shares of the Company's common stock, $0.02 par value per share, including the
associated stock purchase rights (collectively, the "Shares"), issued to the
selling stockholders 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).
Based upon and subject to the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized, were legally issued and are 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
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
--------------------------------------------------------
We consent to the use of our report dated March 15, 2005, with respect to the
consolidated balance sheet of Euronet Worldwide, Inc. and subsidiaries as of
December 31, 2004 and 2003, and the related consolidated statements of
operations and comprehensive income (loss), changes in stockholders' equity
(deficit), and cash flows for the two-years ended December 31, 2004; and our
report dated March 15, 2005, with respect to management's assessment of the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2004 and the effectiveness of the Company's internal control over
financial reporting as of December 31, 2004, incorporated by reference in this
registration statement on Form S-3 of Euronet Worldwide, Inc. and to the
reference to our firm under the heading "Experts" in the registration statement.
Our report dated March 15, 2005 on management's assessment of the effectiveness
of internal control over financial reporting and the effectiveness of internal
control over financial reporting as of December 31, 2004 contains an explanatory
paragraph that states Euronet Worldwide, Inc. acquired Call Processing, Inc.
(CPI) and Movilcarga during 2004, and management excluded from its assessment of
the effectiveness of Euronet Worldwide, Inc.'s internal control over financial
reporting as of December 31, 2004. CPI and Movilcarga's internal control over
financial reporting is associated with total assets of $36.9 million and total
revenues of $4.5 million, included in the consolidated financial statements of
Euronet Worldwide, Inc. and subsidiaries as of and for the year ended December
31, 2004. Our audit of internal control over financial reporting of Euronet
Worldwide, Inc. and subsidiaries also excluded an evaluation of the internal
control over financial reporting of CPI and Movilcarga.
/s/ KMPG LLP
Kansas City, Missouri
September 8, 2005
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 statements of operations and comprehensive loss, changes in
stockholders' equity/(deficit), and cash flows of Euronet Worldwide, Inc. and
subsidiaries for the year ended December 31, 2002, incorporated by reference in
this registration statement on Form S-3 of Euronet Worldwide, Inc. and to the
reference to our firm under the heading "Experts" in the registration statement.
KPMG Audyt Sp. z o.o.
Warsaw, Poland
September 8, 2005
Exhibit 23.3
Consent of Independent Accountants
----------------------------------
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
London
September 9, 2005
