As filed with the Securities and Exchange Commission on March 14, 2007
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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Michael J. Brown
Chief Executive 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 Stinson Morrison Hecker LLP
and General Counsel 1201 Walnut Street, Suite 2900
Euronet Worldwide, Inc. Kansas City, Missouri 64106
4601 College Boulevard, Suite 300 (816) 842-8600
Leawood, KS 66211
(913) 327-4200
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 this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. [X]
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount to be Maximum Maximum Amount of
Title of Securities Registered Aggregate Price Aggregate Registration
to be Registered (1) Per Unit (2) Offering Price (2) Fee (2)
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Common Stock, par value 6,374,528 $26.175 $166,853,270.40 $5,122.40
$0.02 per share (3)
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(1) Pursuant to Rule 416 of the U.S. Securities Act of 1933 ("Securities Act"),
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, based on the
average of the high and low prices for our common stock on the Nasdaq
Global Select Market on March 7, 2007.
(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. Pursuant to Rule 457(g) of the Securities Act, no
separate fee is payable in connection with such rights.
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PROSPECTUS
[GRAPHIC OMITTED]
Euronet Worldwide, Inc.
6,374,528 shares of Common Stock
-----------------------
This prospectus relates to the offer and sale of shares of our common stock
from time to time by the selling stockholders. The selling stockholders acquired
the shares, as further described in this prospectus under the heading "The
Selling Stockholders," from us in connection with a private placement that
closed March 12, 2007.
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 11 for
a further description of how the selling stockholders may dispose of the shares
covered by this prospectus and any prospectus supplements.
We will not receive any of the proceeds from sales of common stock made by
the selling stockholders pursuant to this prospectus and any prospectus
supplements.
Our common stock is traded on the Nasdaq Global Select Market under the
symbol "EEFT." On March 7, 2007, the last reported sale price of our common
stock was $27.11 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 2
OF THIS PROSPECTUS AND IN THE DOCUMENTS WE INCORPORATE BY REFERENCE HEREIN.
Neither the Securities and Exchange Commission ("SEC") nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus and any prospectus supplements are truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is March 14, 2007.
3
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS........................................................1
OUR BUSINESS.................................................................1
RISK FACTORS.................................................................2
FORWARD-LOOKING STATEMENTS...................................................2
USE OF PROCEEDS..............................................................3
SELLING STOCKHOLDERS.........................................................3
PLAN OF DISTRIBUTION........................................................11
VALIDITY OF COMMON STOCK....................................................14
EXPERTS.....................................................................14
WHERE YOU CAN FIND MORE INFORMATION.........................................14
INCORPORATION BY REFERENCE..................................................15
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 and any prospectus supplements. 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 and any
prospectus supplements, as well as the information we file with the SEC and
incorporate by reference in this prospectus, is accurate only as of the date of
the documents containing the information.
In this prospectus, unless the context otherwise requires, references to
"Euronet", "we", "our" and "us" refer to Euronet Worldwide, Inc. and our
subsidiaries.
OUR BUSINESS
We are a leading electronic payments provider, offering automated teller
machine ("ATM") and point-of-sale ("POS") operation and management services;
card outsourcing services; software solutions; money transfer and bill payment
services; and electronic prepaid top-up services to financial institutions,
mobile operators and retailers. We operate and service the largest independent
pan-European ATM network and the largest national private shared ATM network in
India. We are also one of the largest providers of prepaid processing, or top-up
services, for prepaid mobile airtime. We have processing centers in the U.S.,
Europe and Asia and have 17 principal offices in Europe, four in the
Asia-Pacific region; four in the U.S. and one in the Middle East. We serve
clients in approximately 100 countries. Our executive offices are located in
Leawood, Kansas, U.S.
We operate in three principal business segments:
o An EFT Processing Segment, in which we process transactions for a
network of 8,885 ATMs and more than 44,000 POS terminals across
Europe, the Middle East, Africa and Asia Pacific. We provide
comprehensive electronic payment and transaction processing solutions
consisting of ATM network participation; outsourced ATM, POS and card
management solutions; and electronic recharge services for prepaid
mobile airtime purchases via an ATM or directly from the handset.
o A Prepaid Processing Segment, through which we provide distribution of
prepaid mobile airtime and other prepaid products and collections
services. Including terminals owned by unconsolidated subsidiaries, we
operate a network of more than 296,000 POS terminals providing
electronic processing of prepaid mobile airtime top-up services across
more than 161,000 retail locations in the U.S., Europe, Africa and
Asia Pacific. This segment also includes our money transfer and bill
payment business, Euronet Payments & Remittance, Inc. We provide
electronic consumer money transfer services from the U.S. to
destinations in Latin America, China, India and the Philippines and
most recently from the U.K. to India. We also offer bill payment
services to customers within the U.S., the U.K. and Poland.
1
o A Software Solutions Segment, through which we offer a suite of
integrated electronic financial transaction software solutions for
electronic payment and transaction delivery systems. We have added a
leading global credit card issuing and merchant acquiring system to
our existing portfolio of software solutions through Euronet Essentis
Ltd., which was formed upon the 2006 acquisition of U.K.-based
Essentis Limited.
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 Item 1A in our periodic filings with the SEC,
including, but not limited to, our Annual Report on Form 10-K for the year ended
December 31, 2006 and subsequent periodic filings containing updated disclosures
of such factors, together with all of the other information included in this
prospectus and any accompanying offering document 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 and any prospectus supplements,
including, without limitation, those relating to risk factors, may update and
supersede statements in and portions of this prospectus or such incorporated
documents.
FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplements and the documents incorporated
by reference in this prospectus contain statements that constitute
forward-looking statements within the meaning of section 27A of the U.S.
Securities Act of 1933 ("Securities Act"), and section 21E of the U.S.
Securities Exchange Act of 1934, as amended ("Exchange Act"). All statements
other than statements of historical facts included in this prospectus, any
prospectus supplements and the documents incorporated by reference in this
prospectus are forward-looking statements, including statements regarding the
following:
o our business plans and financing plans and requirements,
o trends affecting our business plans and financing plans and
requirements,
o trends affecting our business,
o the adequacy of capital to meet our capital requirements and expansion
plans,
o the assumptions underlying our business plans,
o business strategy, including pending acquisitions
o government regulatory action,
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o the effects of pending acquisitions on our business and financial
results,
o the plans, intentions or expectations of management,
o technological advances, or
o projected costs and revenues.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance that such expectations will
prove to be correct. Forward-looking statements are typically identified by the
words believe, expect, anticipate, intend, estimate and similar expressions. Any
forwarding-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 under "Risk Factors"
on page 2 herein. Investors are cautioned that any forward-looking statements
are not guarantees of future performance and involve risks and uncertainties,
including, but not limited to, those referred to herein. Except to the 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.
USE OF PROCEEDS
The proceeds from the sale of the shares of common stock offered in this
prospectus and any prospectus supplements are solely for the account of the
selling stockholders. We will not receive any of the proceeds from sale of
shares of common stock by selling shareholders.
SELLING STOCKHOLDERS
On March 12, 2007, we issued to the selling stockholders named below
6,374,528 shares of our common stock at $25.00 per share in a private placement.
This prospectus and any prospectus supplements relate to the resale from time to
time of up to a total of 6,374,528 shares of our common stock.
Except as listed below, none of the selling stockholders had a material
relationship with us during the past three years.
Pursuant to the terms of the private placement transaction, we filed a
registration statement, of which this prospectus constitutes a part, in order to
permit the selling stockholders to resell to the public the shares of our common
stock acquired in connection with that transaction. Each of the selling
stockholders has represented to us that the selling stockholder has obtained the
shares for the selling stockholder's own account for investment only and not
with a view to, or resale in connection with, a distribution of the shares in
violation of applicable securities laws.
The following table regarding selling stockholders is prepared solely based
on information supplied to us by the listed selling stockholders or agents of
the selling stockholders. We do not know how long the selling stockholders will
hold the shares before selling them or how many shares they will sell and we
currently have no agreements, arrangements or understandings with any of the
selling stockholders regarding the sale of any shares. Because a selling
stockholder may offer by this prospectus and any prospectus supplements all or
some part of the common stock which the selling stockholder holds, no estimate
can be given as of the date
3
hereof as to the amount of common stock actually to be offered for sale by a
selling stockholder. This table sets forth:
o the names of the selling stockholders;
o the number and percent of shares of our common stock that the selling
stockholders beneficially owned as of March 12, 2007, before the
offering for resale of the shares under this prospectus;
o the number of shares of our common stock that may be offered for
resale for the account of the selling stockholders under this
prospectus; and
o the number and percent of shares of our common stock to be
beneficially owned by the selling stockholders after the offering of
the resale shares (assuming all of the offered resale shares are sold
by the selling stockholders).
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Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned After Offering
Number of (29)
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Selling stockholder Number Percent Being Number Percent
(30) Offered (30)
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Highbridge International LLC (1) 295,748(1) * 200,000 95,748(1) *
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Enable Growth Partners LP (2) 340,000 * 340,000 0 *
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Enable Opportunity Partners LP (3) 40,000 * 40,000 0 *
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Pierce Diversified Strategy 20,000 * 20,000 0 *
Master Fund LLC, Ena (4)
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S.A.C. Capital Associates, LLC (5) 635,000 1.44% 500,000 135,000 *
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St. Vincents Foundation (6) 880 * 230 650 *
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Arkansas Teachers Retirement 85,800 * 22,700 63,100 *
Systems (7)
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Arkansas Public Employees 38,200 * 10,000 28,200 *
Retirement Systems (8)
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Baptist Health Springhill (9)(32) 4,980 * 1,300 3,680 *
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Baptist Health HELP (10)(32) 3,320 * 870 2,450 *
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Stephens Group, Inc. (11) 950 * 250 700 *
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Stephens Investment Holdings, LLC 13,085 * 3,500 9,585 *
(12)(32)
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Harriet C. Stephens Trust UID 4,140 * 1,100 3,040 *
March 22, 1984 (13)(32)
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4
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Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned After Offering
Number of (29)
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Selling stockholder Number Percent Being Number Percent
(30) Offered (30)
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Warren and Harriet Stephens 2,470 * 650 1,820 *
Children's Trust UID September
30, 1987 Jon E.M. Jacoby
Trustee (14)(32)
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Stephens Small Cap Fund (15) 28,610 * 7,100 21,510 *
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Hudson Bay Fund LP (16)(32) 90,000 * 90,000 0 *
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Hudson Bay Overseas Fund LTD 110,000 * 110,000 0 *
(17)(32)
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Radcliffe SPC, Ltd. for and on 200,000 * 200,000 0 *
behalf of the Class A
Segregated Portfolio (18)
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AIM Equity Funds on behalf of 662,000 1.50% 662,000 0 *
its Series Portfolio AIM
Capital Development Fund
(19)(32)
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AIM Funds Group on behalf of 137,788 * 137,788 0 *
its Series Portfolio AIM Small
Cap Equity Fund (20)(32)
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AIM Variable Insurance Funds 113,000 * 113,000 0 *
on behalf of its Series
Portfolios AIM V.I. Capital
Development Fund (21)(32)
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AIM Variable Insurance Funds 29,040 * 29,040 0 *
on behalf of its Series
Portfolios AIM V.I. Small Cap
Equity Fund (21)(32)
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UBS O'Connor LLC fbo O'Connor 200,000 * 200,000 0 *
PIPES Corporate Strategies
Master Limited (22)
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UBS O'Connor LLC fbo O'Connor 185,000 * 185,000 0 *
Global Convertible Arbitrage
Master Limited (22)
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UBS O'Connor LLC fbo O'Connor 15,000 * 15,000 0 *
Global Convertible Arbitrage
II Master Limited (22)
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American Funds Insurance 250,000 * 250,000 0 *
Series--New World Fund (23)
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SMALLCAP World Fund, Inc. (23) 671,000 1.52% 200,000 471,000 1.07%
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New World Fund, Inc. (23) 1,055,000 2.39% 1,055,000 0 *
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5
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Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned After Offering
Number of (29)
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Selling stockholder Number Percent Being Number Percent
(30) Offered (30)
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Silver Oak Capital LLC (24)(32) 200,000 * 200,000 0 *
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Portside Growth and 400,000 * 400,000 0 *
Opportunity Fund (25)(32)
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Mac & Co. (26) 30,100 * 14,796 15,304 *
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Calhoun & Co FFC City of 11,082 * 5,410 5,672 *
Dearborn Policemen and Firemen
Revised Retirement Systems (26)
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Calhoun & Co FFC City of 6,959 * 3,395 3,564 *
Dearborn General Employees
Retirement System (26)
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William Blair Small Cap Growth 1,122,203 2.97% 548,973 573,230 1.45%
Fund (26)
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Booth & Co FFC Hartmarx 14,381 * 7,047 7,334 *
Retirement Income Trust (26)
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Booth & Co FFC Rush University 18,881 * 9,245 9,636 *
Medical Center Endowment
Account (26)
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Booth & Co FFC Rush University 22,730 * 11,134 11,596 *
Medical Center Pension &
Retirement (26)
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Magnetar Capital Master Fund, 317,581 * 280,000 37,581 *
Ltd. (27)
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Capital Ventures International 500,000 1.33% 500,000 0 *
by Heights Capital Management,
Inc., its Authorized Agent
(28)(32)
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(1) Highbridge International LLC ("Highbridge") also owns $5,000,000 of our
1.625% Convertible Debentures due 2024. Highbridge Capital Management, LLC is
the trading manager of Highbridge International LLC and has voting control and
investment discretion over the securities held by Highbridge International LLC.
Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC and have
voting control and investment discretion over the securities held by Highbridge
International LLC. Each of Highbridge Capital Management, LLC, Glenn Dubin and
Henry Swieca disclaims beneficial ownership of the securities held by Highbridge
International LLC.
(2) Mitch Levine is the Managing Partner of Enable Growth Partners LP, and as
such may be deemed to beneficially own the shares held by Enable Growth Partners
LP.
6
(3) Mitch Levine is the Managing Partner of Enable Opportunity Partners LP, and
as such may be deemed to beneficially own the shares held by Enable Opportunity
Partners LP.
(4) Mitch Levine is the Managing Partner of Pierce Diversified Strategy Master
Fund LLC, Ena, and as such may be deemed to beneficially own the shares held by
Pierce Diversified Strategy Master Fund LLC, Ena.
(5) Pursuant to investment agreements, each of S.A.C. Capital Advisors, LLC, a
Delaware limited liability company ("SAC Capital Advisors"), and S.A.C Capital
Management, LLC, a Delaware limited liability company ("SAC Capital Management")
share all investment and voting power with respect to the securities held by
S.A.C. Capital Associates, LLC. Mr. Steven A. Cohen controls both SAC Capital
Advisors and SAC Capital Management and as such may be deemed to beneficially
own the shares held by S.A.C. Capital Associates, LLC. Each of SAC Capital
Advisors, SAC Capital Management and Mr. Cohen disclaim beneficial ownership of
any of the securities held by S.A.C. Capital Associates, LLC.
(6) Michael W. Nolte is the Chief Operating Officer of Stephens Investment
Management Group, LLC, the Investment Advisor of St. Vincents Foundation, and as
such may be deemed to beneficially own the shares held by St. Vincents
Foundation.
(7) Michael W. Nolte is the Chief Operating Officer of Stephens Investment
Management Group, LLC, the Investment Advisor of Arkansas Teachers Retirement
Systems, and as such may be deemed to beneficially own the shares held by
Arkansas Teachers Retirement Systems.
(8) Michael W. Nolte is the Chief Operating Officer of Stephens Investment
Management Group, LLC, the Investment Advisor of Arkansas Public Employees
Retirement Systems, and as such may be deemed to beneficially own the shares
held by Arkansas Public Employees Retirement Systems.
(9) Michael W. Nolte is the Chief Operating Officer of Stephens Investment
Management Group, LLC, the Investment Advisor of Baptist Health Springhill, and
as such may be deemed to beneficially own the shares held by Baptist Health
Springhill.
(10) Michael W. Nolte is the Chief Operating Officer of Stephens Investment
Management Group, LLC, the Investment Advisor of Baptist Health HELP, and as
such may be deemed to beneficially own the shares held by Baptist Health HELP.
(11) Michael W. Nolte is the Chief Operating Officer of Stephens Investment
Management Group, LLC, the Investment Advisor of Stephens Group, Inc., and as
such may be deemed to beneficially own the shares held by Stephens Group, Inc.
(12) Michael W. Nolte is the Chief Operating Officer of Stephens Investment
Management Group, LLC, the Investment Advisor of Stephens Investment Holdings,
LLC, and as such may be deemed to beneficially own the shares held by Stephens
Investment Holdings, LLC.
(13) Michael W. Nolte is the Chief Operating Officer of Stephens Investment
Management Group, LLC, the Investment Advisor of Harriet C. Stephens Trust UID
March 22, 1984, and as such may be deemed to beneficially own the shares held by
Harriet C. Stephens Trust UID March 22, 1984.
7
(14) Michael W. Nolte is the Chief Operating Officer of Stephens Investment
Management Group, LLC, the Investment Advisor of Warren and Harriet Stephens
Children's Trust UID September 30, 1987 Jon E.M. Jacoby Trustee, and as such may
be deemed to beneficially own the shares held by Warren and Harriet Stephens
Children's Trust UID September 30, 1987 Jon E.M. Jacoby Trustee.
(15) Michael W. Nolte is the Chief Operating Officer of Stephens Investment
Management Group, LLC, the Investment Advisor of Stephens Small Cap Fund, and as
such may be deemed to beneficially own the shares held by Stephens Small Cap
Fund.
(16) Sander Gerber, Yoav Roth and John Descas have voting and investment power
over the shares held by Hudson Bay Fund LP, and as such may be deemed to
beneficially own the shares held by Hudson Bay Fund LP. Each of Sander Gerber,
Yoav Roth and John Descas disclaims beneficial ownership of the shares held by
Hudson Bay Fund LP.
(17) Sander Gerber, Yoav Roth and John Descas have voting and investment power
over the shares held by Hudson Bay Overseas Fund LTD, and as such may be deemed
to beneficially own the shares held by Hudson Bay Fund LP. Each of Sander
Gerber, Yoav Roth and John Descas disclaims beneficial ownership of the shares
held by Hudson Bay Overseas Fund LTD.
(18) Pursuant to an investment management agreement, RG Capital Management, L.P.
("RG Capital") serves as the investment manager of Radcliffe SPC, Ltd. for and
on behalf of the Class A Segregated Portfolio. RGC Management Company, LLC
("Management") is the general partner of RG Capital. Steve Katznelson and Gerald
Stahlecker serve as the managing members of Management and as such may be deemed
to beneficially own the shares held by Radcliffe SPC, Ltd. for and on behalf of
the Class A Segregated Portfolio. Each of RG Capital, Management and Messrs.
Katznelson and Stahlecker disclaims beneficial ownership of the securities owned
by Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio.
(19) The members of Proxy Voting Committee of AIM Advisors, Inc., Donna
Anderson, Ryan Amerman, Karl Farmer, Glen Hayashi, Edward Kelczynski and Tina
Wooten, control the voting of the shares held by AIM Equity Funds on behalf of
its series portfolio AIM Capital Development Fund and as such may be deemed to
beneficially own the shares held by AIM Equity Funds on behalf of its series
portfolio AIM Capital Development Fund. The portfolio managers of the AIM Equity
Funds on behalf of its series portfolio AIM Capital Development Fund, Karl F.
Farmer, Paul J. Raplicka and Warren Tennan, control the disposition of the
shares and as such may be deemed to beneficially own the shares.
(20) The members of Proxy Voting Committee of AIM Advisors, Inc., Donna
Anderson, Ryan Amerman, Karl Farmer, Glen Hayashi, Edward Kelczynski and Tina
Wooten, control the voting of the shares held by AIM Funds Group, on behalf of
its series portfolio AIM Small Cap Equity Fund and as such may be deemed to
beneficially own the shares held by AIM Funds Group, on behalf of its series
portfolio AIM Small Cap Equity Fund. The portfolio managers of the AIM Funds
Group, on behalf of its series portfolio AIM Small Cap Equity Fund, Juliet S.
Ellis (lead manager) and Juan R. Hartsfield, control the disposition of the
shares and as such may be deemed to beneficially own the shares.
(21) The members of Proxy Voting Committee of AIM Advisors, Inc., Donna
Anderson, Ryan Amerman, Karl Farmer, Glen Hayashi, Edward Kelczynski and Tina
Wooten, control the voting of the shares held by AIM Variable Insurance Funds,
on behalf of its series portfolio AIM V.I. Capital Development Fund and AIM V.I.
Small Cap Equity Fund and as such may be deemed to
8
beneficially own the shares held by AIM Variable Insurance Funds, on behalf of
its series portfolio AIM V.I. Capital Development Fund and AIM V.I. Small Cap
Equity Fund. The portfolio managers of the AIM Variable Insurance Funds, on
behalf of its series portfolio AIM V.I. Capital Development Fund and AIM V.I.
Small Cap Equity Fund, Juliet S. Ellis (lead manager) and Juan R. Hartsfield,
control the disposition of the shares and as such may be deemed to beneficially
own the shares.
(22) Jeff Putman is the Portfolio Manager of UBS O'Connor LLC fbo O'Connor PIPES
Corporate Strategies Master Limited, UBS O'Connor LLC fbo O'Connor Global
Convertible Arbitrage Master Limited and UBS O'Connor LLC fbo O'Connor Global
Convertible Arbitrage II Master Limited and as such controls the voting and
investment power of these shares and thus may be deemed to beneficially own the
shares held by UBS O'Connor LLC fbo O'Connor PIPES Corporate Strategies Master
Limited, UBS O'Connor LLC fbo O'Connor Global Convertible Arbitrage Master
Limited and UBS O'Connor LLC fbo O'Connor Global Convertible Arbitrage II Master
Limited . Mr. Putman disclaims beneficial ownership of the shares held by UBS
O'Connor LLC fbo O'Connor PIPES Corporate Strategies Master Limited, UBS
O'Connor LLC fbo O'Connor Global Convertible Arbitrage Master Limited and UBS
O'Connor LLC fbo O'Connor Global Convertible Arbitrage II Master Limited .
(23) Capital Research and Management Company ("Capital Research") serves as
investment adviser to American Funds Insurance Series--New World Fund, SMALLCAP
World Fund, Inc. and New World Fund. For purposes of the reporting requirements
of the Securities Exchange Act of 1934, Capital Research may be deemed to be the
beneficial owner of all of the shares listed above; however, Capital Research
expressly disclaims that it is, in fact, the beneficial owner of such
securities. Capital Research is an investment adviser registered under the
Investment Advisers Act of 1940.
(24) Silver Oak Capital, L.L.C. holds the shares as nominee for private
investment funds and separately managed accounts managed by Angelo, Gordon &
Co., L.P. Mr. John M. Angelo and Mr. Michael L. Gordon are controlling members
of Silver Oak Capital L.L.C. and, in such capacities, may be deemed to have
beneficial ownership over the shares and other securities held for the account
of Silver Oak Capital, L.L.C. Mr. Angelo and Mr. Gordon disclaim beneficial
ownership of the shares and other securities held by Silver Oak Capital L.L.C.
(25) Ramius Capital Group, L.L.C. ("Ramius Capital") is the investment adviser
of Portside Growth and Opportunity Fund ("Portside") and consequently has voting
control and investment discretion over securities held by Portside. Ramius
Capital disclaims beneficial ownership of the shares held by Portside. Peter A.
Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon are the sole
managing members of C4S & Co., L.L.C., the sole managing member of Ramius
Capital. As a result, Messrs. Cohen, Stark, Strauss and Solomon may be
considered beneficial owners of any shares deemed to be beneficially owned by
Ramius Capital. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial
ownership of these shares.
(26) Karl Brewer, CFA is the Investment Advisor of Mac & Co., Calhoun & Co FFC
City of Dearborn Policemen and Firemen Revised Retirement Systems, Calhoun & Co
FFC City of Dearborn General Employees Retirement System, William Blair Small
Cap Growth Fund, Booth & Co FFC Hartmarx Retirement Income Trust, Booth & Co FFC
Rush University Medical Center Endowment Account, and Booth & Co FFC Rush
University Medical Center Pension & Retirement, and as such may be deemed to
beneficially own the shares held by Mac & Co., Calhoun & Co FFC City of Dearborn
Policemen and Firemen Revised Retirement Systems, Calhoun & Co FFC City of
Dearborn General Employees Retirement System, William Blair
9
Small Cap Growth Fund, Booth & Co FFC Hartmarx Retirement Income Trust, Booth &
Co FFC Rush University Medical Center Endowment Account, and Booth & Co FFC Rush
University Medical Center Pension & Retirement.
(27) Alec Litowitz, Chief Investment Officer, and Mike Balkin, Senior Managing
Director, of Magnetar Financial LLC, the Investment Manager of Magnetar Capital
Master Fund, Ltd, have discretionary authority to vote and dispose of the shares
held by Magnetar Capital Master Fund, Ltd, and as such may be deemed to
beneficially own the shares held by Magnetar Capital Master Fund, Ltd.
(28) Heights Capital Management, Inc., the authorized agent of Capital Ventures
International ("CVI"), has discretionary authority to vote and dispose of the
shares held by CVI and may be deemed to be the beneficial owner of these shares.
Martin Kobinger, in his capacity as Investment Manager of Heights Capital
Management, Inc., may also be deemed to have investment discretion and voting
power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial
ownership of the shares.
(29) Includes all of the shares that each selling stockholder may offer under
this prospectus.
(30) Assumes the sale of all shares offered in this prospectus and any
prospectus supplements and no other purchases or sales of our common stock.
(31) Applicable percentage of ownership is based on 44,100,883 shares of our
common stock outstanding on March 12, 2007, adjusted as may be required by rules
of the SEC.
(32) Based on information provided by the selling stockholders, Silver Oak
Capital LLC, Stephens Investment Holdings, LLC, Warren and Harriet Stephens
Children's Trust UID September 30, 1987 Jon E.M. Jacoby Trustee, Harriet C.
Stephens Trust UID March 22, 1984, AIM Equity Funds on behalf of its Series
Portfolio AIM Capital Development Fund, AIM Funds Group on behalf of its Series
Portfolio AIM Small Cap Equity Fund, AIM Variable Insurance Funds on behalf of
its Series Portfolios AIM V.I. Capital Development Fund, AIM Variable Insurance
Funds on behalf of its Series Portfolios AIM V.I. Small Cap Equity Fund,
Portside Growth and Opportunity Fund, Capital Ventures International, Hudson Bay
Fund LP and Hudson Bay Overseas Fund LTD are affiliates of broker dealers.
* Less than 1%.
10
PLAN OF DISTRIBUTION
The selling stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of our common stock offered by this prospectus and any prospectus supplements on
any stock exchange, market or trading facility on which the shares are traded or
in private transactions, directly to one or more purchasers (including pledgees)
or through brokers or dealers 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 selling stockholders may use any one or more of the following methods
when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares 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;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o settlement of short sales entered into after the date of this
prospectus or any prospectus supplements;
o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale;
o through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise; or
o any other method permitted pursuant to applicable law.
11
The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus or any
prospectus supplements.
In connection with the sale of shares of common stock or interests therein,
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 and
any prospectus supplements. The selling stockholders 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 and any prospectus supplements. 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. We have been advised by the selling
stockholders that they have not, as of the date of this prospectus and any
prospectus supplements, 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 brokerage fees or commissions in connection with their sales. The
selling stockholders have agreed not to use the registration statement of which
this prospectus and any prospectus supplements forms a part for purposes of an
underwritten offering without our consent.
The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in the offer or sale of the common stock offered
under the prospectus and any prospectus supplements may be deemed to be
underwriters within the meaning of the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such persons, and any profits
received on the resale of the common stock and purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act. Because
the selling stockholders may be deemed to be "underwriters" within the meaning
of the Securities Act, the selling stockholders will be subject to the
prospectus delivery requirements of the Securities Act. 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 the
common stock under this prospectus or any prospectus supplements shall be
treated as an admission that any of them is an underwriter within the meaning of
the Securities Act, relating to the sale of any shares of common stock.
To the extent required by the Securities Act, 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 security holder, the purchase price,
the public offering price, the names of any agent or dealer, and any applicable
commissions paid or discounts or concessions allowed with respect to a
particular offering and other facts material to the transaction.
Any selling security holder who is a broker-dealer is deemed to be an
underwriter within the meaning of Section 2(11) of the Securities Act.
Additionally, any selling security holder who is an affiliate of a broker-dealer
and (a) did not buy securities in the ordinary course of business;
12
and (b) at the time of purchase had an agreement or understanding with us to
distribute our common stock is deemed to be an underwriter within the meaning of
Section 2(11) of the Securities Act. To our knowledge, none of the selling
stockholders are registered broker-dealers. However, we understand based on
information provided by selling stockholders that Silver Oak Capital LLC,
Stephens Investment Holdings, LLC, Warren and Harriet Stephens Children's Trust
UID September 30, 1987 Jon E.M. Jacoby Trustee, Harriet C. Stephens Trust UID
March 22, 1984, AIM Equity Funds on behalf of its Series Portfolio AIM Capital
Development Fund, AIM Funds Group on behalf of its Series Portfolio AIM Small
Cap Equity Fund, AIM Variable Insurance Funds on behalf of its Series Portfolios
AIM V.I. Capital Development Fund, AIM Variable Insurance Funds on behalf of its
Series Portfolios AIM V.I. Small Cap Equity Fund, Portside Growth and
Opportunity Fund and Capital Ventures International are affiliates of broker
dealers. To our knowledge, none of the selling stockholders who are affiliates
of broker-dealers purchased our common stock outside of the ordinary course of
business or, at the time of the purchase of our common stock, had any agreement
or understanding, directly or indirectly, with any person to distribute the
securities.
We will make copies of this prospectus and any prospectus supplements
available to the selling stockholders and have informed them of the need for
delivery of copies of this prospectus and any prospectus supplements to
purchasers at or prior to the time of any sale of the shares offered hereby.
We are required to pay certain fees and expenses incurred by us incident to
the registration of the shares. We have agreed to indemnify the selling
stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act. The selling stockholders will bear all
fees and expenses, if any, of counsel or other advisors to the selling
stockholders and all commission, brokerage fees and discounts, if any,
associated with the sale of the shares.
We agreed to use commercially reasonable efforts to keep this prospectus
effective until the earliest of (i) March 12, 2009; (ii) the date on which all
of the selling stockholders may resell all of the shares without restriction
pursuant to Rule 144(k) under the Securities Act; or (iii) the date on which all
of the selling stockholders have sold all of the shares covered by the
registration statement. The shares will be sold only through registered or
licensed brokers or dealers if required under applicable state securities laws.
In addition, in certain states, the resale shares may not be sold unless they
have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and is
complied with.
To our knowledge, there are currently no plans, arrangements or
understandings between any selling stockholders and any broker-dealer or agent
regarding the sale of our common by the selling stockholders.
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 the registration statement, the
prospectus and any amendment or supplement thereto will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the resale shares may not simultaneously engage
in market making activities with respect to the common stock for a period of two
business days prior to the commencement
13
of the distribution. In addition, the selling stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the selling stockholders or any other
person.
We cannot assure you that the selling stockholders will sell any or all of
the common stock offered hereunder.
VALIDITY OF COMMON STOCK
Certain legal matters in connection with the validity of the issuance of
the common stock offered by this prospectus have been passed upon for us by
Stinson Morrison Hecker LLP, Kansas City, Missouri.
EXPERTS
Our consolidated financial statements as of December 31, 2006 and 2005, and
for each of the years in the three-year period ended December 31, 2006, and
management's assessment of the effectiveness of internal control over financial
reporting as of December 31, 2006, have been incorporated by reference herein in
this registration statement and any prospectus supplements in reliance upon the
reports of KPMG LLP, independent registered public accounting firm, and are
incorporated by reference herein, in further reliance upon the authority of said
firm as experts in accounting and auditing. KPMG's report refers to our adoption
of Financial Accounting Standards Board (FASB) No. 123 (Revised), Share-Based
Payment.
7 WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy and information
statements and other information with the SEC. These filings contain important
information which does not appear in this prospectus and any prospectus
supplements. You may read and copy any materials we file at the public reference
facilities maintained by the SEC at Room 1580, 100 F Street, N.E., Washington,
D.C. 20549. Copies of this material can be obtained by mail from the Public
Reference Section of the SEC at Room 1580, 100 F Street, N.E., Washington, D.C.
20549 at prescribed rates. You may obtain information on the operation of the
public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet website (http://www.sec.gov) that contains reports, proxy and
information statements and other materials that are filed through the SEC
Electronic Data Gathering Analysis and Retrieval (EDGAR) system. However, the
information on our Internet site is not a part of this prospectus or any
prospectus supplements.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act with respect to the common stock offered by this prospectus and
any prospectus supplements. This prospectus and any prospectus supplements does
not contain all of the information in the registration statement. You should be
aware that this prospectus and any prospectus supplements does not contain all
of the information contained or incorporated by reference in the registration
statement and its exhibits and schedules. You may inspect and obtain the
registration statement, including exhibits, schedules, reports and other
information that we have filed with the SEC, as described in the preceding
paragraph. Statements contained in this prospectus and any prospectus
supplements concerning the contents of any document we refer you to are not
necessarily complete and in each instance we refer you to the applicable
document filed with the SEC for more complete information.
14
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus and
any prospectus supplements the information we file with the SEC, which means
that we may disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be a part
of this prospectus and any prospectus supplements. We incorporate by reference
into this prospectus and any prospectus supplements the documents listed below
and any future filings that we may make with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act, prior to the termination of the
offering under this prospectus and any prospectus supplements, provided,
however, that we are not incorporating, in each case, any documents or
information deemed to have been furnished and not filed in accordance with SEC
rules:
o Our Annual Report on Form 10-K for the year ended December 31, 2006
(including information specifically incorporated by reference into our
Form 10-K from our definitive proxy statement).
o Our Definitive Proxy Statement on Schedule 14A filed on April 10,
2006.
o Our Current Reports on Form 8-K filed December 7, 2006, December 14,
2006 February 21, 2007, March 6, 2007, March 8, 2007 and March 14,
2007.
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, filed with the SEC on March
24, 2003, including any amendment or reports filed for the purpose of
updating that description.
Any statement incorporated or deemed to be incorporated herein shall be
deemed to be modified or superseded for purposes of this prospectus and any
prospectus supplements 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 and any prospectus supplements.
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, unless such
report specifically provides for such incorporation, (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 Exchange
Act or otherwise subject to the liabilities of that section.
15
You can obtain documents incorporated by reference in this prospectus and
any prospectus supplements (excluding certain exhibits to the documents) at no
cost to you 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
Our SEC filings also are available on our Internet website at
http://www.euronetworldwide.com. The information on our website is not, and you
must not consider the information to be, a part of this prospectus and any
prospectus supplements.
You should rely only on the information contained in or incorporated by
reference into this prospectus and any prospectus supplements. 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, any prospectus
supplements, 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.
16
6,374,528 Shares
Euronet Worldwide, Inc.
Common Stock
---------------
PROSPECTUS
---------------
March 14, 2007
- --------------------------------------------------------------------------------
17
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 Paid
------------------
Securities and Exchange Commission registration fee $ 5,122.40
Accounting fees and expenses 5,000.00
Legal fees and expenses 30,000.00
Miscellaneous expenses (including printing expenses) 10,000.00
------------------
Total: $ 50,122.40
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;
(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
II-1
offered (if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes 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; and
(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; provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) 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 Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement
or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of 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.
(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or (x), for the
purpose of providing the information required by Section
10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the
earlier of the date it is first used after effectiveness or
the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus
that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference
into the registration statement
II-2
or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any
statement that was made in the registration statement or the
prospectus that was part of the registration statement or
made in any such document immediately prior to such
effective date.
(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 foregoing provisions, 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 Act
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 of whether such indemnification by it is against
public policy as expressed in the Act 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 14th day of March,
2007.
EURONET WORLDWIDE, INC.
By: /s/ Michael J. Brown
----------------------------------------
Name: Michael J. Brown
Title: Chairman of the Board of Directors,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael J. Brown and Rick L. Weller, 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
Chairman of the Board of Directors, March 14, 2007
/s/ Michael J. Brown Chief Executive Officer, President
- ---------------------- and Director (principal executive
Michael J. Brown officer)
/s/ Eriberto R. Scocimara Director March 14, 2007
- -------------------------
Eriberto R. Scocimara
/s/ Thomas A. McDonnell Director March 14, 2007
- ----------------------
Thomas A. McDonnell
II-4
/s/ M. Jeannine Strandjord Director March 14, 2007
- --------------------------
M. Jeannine Strandjord
/s/ Andzrej Olechowski Director March 14, 2007
- ----------------------
Andzrej Olechowski
/s/ Paul S. Althasen Director March 14, 2007
- ----------------------
Paul S. Althasen
/s/ Andrew B. Schmitt Director March 14, 2007
- ----------------------
Andrew B. Schmitt
Executive Vice President and Chief March 14, 2007
/s/ Rick L. Weller Financial Officer (principal
- ---------------------- financial and accounting
Rick L. Weller officer)
II-5
EXHIBIT INDEX
Exhibit
Number Description
4.1 Securities Purchase Agreement between Euronet Worldwide, Inc. and the
selling stockholders dated March 8, 2007 (filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on March 14, 2007 and
incorporated by reference herein)
4.2 Certificate of Incorporation of Euronet Worldwide, Inc., as amended
(filed as Exhibit 4.2 to the Company's Registration Statement on Form
S-8 on August 10, 2006, and incorporated by reference herein)
4.3 Bylaws of Euronet Worldwide, Inc. (filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1 on December 18, 1996, and
incorporated by reference herein)
4.4 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)
4.5 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)
4.6 Rights Agreement, dated March 21, 2003, by and 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 on March 24, 2003, and
incorporated by reference herein)
4.7 First Amendment to Rights Agreement, dated November 28, 2003, by and
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 on
December 4, 2003, and incorporated by reference herein)
5.1 Opinion of Stinson Morrison Hecker LLP
23.1 Consent of KPMG LLP
23.4 Consent of Stinson Morrison Hecker LLP (included in Exhibit 5)
24 Power of Attorney (included on signature page)
II-6
Exhibit 5.1
March 14, 2007
Euronet Worldwide, Inc.
4001 College Boulevard, Suite 300
Leawood, Kansas 66211
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Euronet Worldwide, Inc., a Delaware corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-3 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), covering the registration of up to 6,374,528 shares of the Company's
common stock, par value $0.02 per share (the "Shares"). This opinion is being
delivered in accordance with the requirement of Item 601(b)(5) of Regulation S-K
under the Act. Capitalized terms used but not otherwise defined herein have the
meanings ascribed to them in the Registration Statement.
In connection with this opinion, we have examined originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the Certificate of Incorporation of the
Company, as amended, (ii) the Bylaws of the Company, as amended, (iii) minutes
and records of the corporate proceedings of the Company with respect to the
issuance of the Shares, and (iv) the Registration Statement.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Company and the due authorization, execution and
delivery of all documents by the parties thereto other than the Company. As to
any facts material to the opinion expressed herein which we have not
independently established or verified, we have relied upon the statements and
representations of officers and other representatives of the Company and others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
applicable bankruptcy, insolvency, reorganization, moratorium, arrangement and
other laws affecting creditors' rights, including, without limitation, the
effect of statutory or other laws regarding fraudulent conveyances,
fraudulent transfers and preferential transfers, (ii) the limitations imposed by
general principles of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief regardless of
whether considered in a proceeding in equity or at law; and (iii) public policy
considerations which may limit the rights of parties to obtain certain remedies.
We render no opinion herein as to matters involving the laws of any
jurisdiction other than the Delaware General Corporation Law and the present
judicial interpretations thereof. We advise you that the issues addressed by
this opinion may be governed in whole or in part by other laws, and we express
no opinion as to whether any relevant difference exists between the laws upon
which our opinion is based and any other laws that may actually govern.
Based upon and subject to the assumptions, qualifications, exclusions and
other limitations contained in this letter, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
non-assessable.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. This
opinion shall not be construed as or deemed to be a guaranty or insuring
agreement. This opinion is rendered on the date hereof and we have no continuing
obligation hereunder to inform you of changes of law, including judicial
interpretations of law, or of facts of which we become aware after the date
hereof.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to the reference to our firm under the caption
"Validity of Common Stock " in the prospectus which is a part of the
Registration Statement.
Very truly yours,
STINSON MORRISON HECKER LLP
/s/ Stinson Morrison Hecker LLP
Exhibit. 23.1
Consent of KPMG LLP
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated February 28, 2007, with respect to the
consolidated balance sheet of Euronet Worldwide, Inc. and subsidiaries as of
December 31, 2006 and 2005, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 2006; and our report dated February 28,
2007, with respect to management's assessment of the effectiveness of the
Company's internal control over financial reporting as of December 31, 2006, and
the effectiveness of the Company's internal control over financial reporting as
of December 31, 2006, incorporated by reference herein and to the reference to
our firm under the heading "Experts" in the prospectus. Our report refers to
Euronet Worldwide, Inc.'s adoption of Financial Accounting Standards Board
(FASB) No. 123 (Revised), Share Based Payment.
/s/ KPMG LLP
KPMG LLP
Kansas City, Missouri
March 13, 2007