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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): September 28, 2005
Euronet Worldwide, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-22167 74-2806888
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
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 8.01 Other Events
On September 28, 2005, the Company issued a press release announcing the
pricing of its offering of $155 million aggregate principal amount of
convertible debentures due 2025, reflecting an increase in the aggregate
offering size by $30 million. 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 $20 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
Number Description
99.1 Press Release, dated September 28, 2005
SIGNATURES
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/ Rick L. Weller
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Rick L. Weller
Chief Financial Officer
Date: September 28, 2005
Euronet Worldwide Letterhead
Corporate Headquarters
4601 College Boulevard, Suite 300
Leawood, Kansas 66211 USA
1-913-327- 4200
News Release
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For Immediate Release Date: September 28, 2005
Media Contact: Shruthi Dyapaiah 1-913-327-4 sdyapaiah@euronetworldwide.com
Investor Relations: IR Dept 1-913-327-4 investor@euronetworldwide.com
Euronet Worldwide Announces Pricing of Convertible Debentures Offering
LEAWOOD, KANSAS-September 28, 2005-Euronet Worldwide, Inc. (Nasdaq: EEFT),
announced today the pricing of $155 million aggregate principal amount of its
Convertible Debentures due 2025, reflecting an increase in the previously
announced aggregate offering size by $30 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 $20 million aggregate principal amount of
the debentures. The private placement is expected to close on October 4, 2005.
The debentures will be unsecured obligations of Euronet, subordinated in right
of payment to Euronet's credit facilities and any secured renewal, refinancing
or replacement thereof, and will be convertible, under certain circumstances,
into common stock of Euronet, at an initial conversion rate of 24.7036 shares
per $1,000 principal amount of debentures, subject to adjustment. Interest on
the debentures will be payable in cash at a rate of 3.50 percent per annum. The
debentures may be redeemed by Euronet on or after October 20, 2012. Holders of
debentures may on October 15, 2012, 2015 and 2020 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 October 15, 2025.
Euronet intends to use the net proceeds of the offering for general corporate
purposes, which may include share repurchases, acquisitions of non-US entities
or other strategic investments.
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 including but
not limited to Euronet's Form 10-K for the period ended December 31, 2004 and
its Forms 10-Q for the periods ended March 31, 2005 and June 30, 2005. Copies of
these filings may be obtained by contacting the company or the SEC. Euronet does
not intend to update these statements and undertakes no duty to any person to
effect any such update under any circumstances.