================================================================================ 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): October 1, 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)) ================================================================================ Item 1.01 Entry into a Material Definitive Agreement With effect on October 1, 2005, Euronet Worldwide, Inc.'s ("Euronet") subsidiary, E-Pay Limited, and John Gardiner, Executive Vice President agreed to revise the Service Agreement, dated February 19, 2003, between E-Pay Limited ("E-Pay") and Mr. Gardiner. Under such agreement, Mr. Gardiner's base salary was reduced to 37,500 UK pounds sterling, or $67,250 based on an exchange rate of $1.83 to one UK pound sterling, and his required time in the office was reduced from two days per week to one day per week. A copy of the revised Service Agreement is attached hereto as Exhibit 10.1. Also with effect from October 1, 2005, Mr. Gardiner has resigned as an Executive Vice President of Euronet Worldwide, Inc. Item 9.01 Financial Statements and Exhibits Number Description 10.1 Revision to Service Agreement between Euronet and John Gardiner, dated as of October 4, 2005SIGNATURES 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 --------------------------------- Rick L. Weller Chief Financial Officer Date: October 5, 2005
Exhibit 10.1 [E-PAY LIMITED Letterhead] October 4, 2005 John Gardiner Langtons 40 High Road Chigwell Essex IG7 6DL Dear John SERVICE AGREEMENT MADE BETWEEN E-PAY LIMITED (1) (the "Company") AND JOHN GARDINER (2) DATED 19 FEBRUARY 2003 (the "Service Agreement") 1. I am writing further to our recent discussions, to confirm a variation to your Service Agreement. 2. With effect from October 1, 2005 you will work for the Company 1 day per week. 3. Accordingly, your salary will be adjusted to 37,500 UK pounds sterling per annum less appropriate deductions for tax and national insurance contributions. 4. To indicate your acceptance of this variation, please sign and return the attached copy of this letter. Yours sincerely /s/ Tony Westlake - ----------------------------- For and on behalf of E-Pay Limited Acknowledged and approved: /s/ John Gardiner - ----------------------------- John Gardiner