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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): March 15, 2007
Euronet Worldwide, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-31648 74-2806888
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4601 College Boulevard, Suite 300
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 9.01 Financial Statements and Exhibits.
(d) The following documents are filed with reference to and are hereby
incorporated by reference as exhibits to the Registration Statement on Form S-3
(File No. 333-141319) of Euronet Worldwide, Inc. which became automatically
effective on March 15, 2007.
Exhibit
Number Description
5.1 Opinion of Stinson Morrison Hecker LLP
23.1 Consent of KPMG LLP
23.2 Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1)
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/ Jeffrey B. Newman
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Jeffrey B. Newman
Executive Vice President - General Counsel
Date: March 23, 2007
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Stinson Morrison Hecker LLP
23.1 Consent of KPMG LLP
23.2 Consent of Stinson Morrison Hecker LLP (included in
Exhibit 5.1)
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
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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