SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
The Securities Act Of 1933
EURONET SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
(State of Incorporation) (I.R.S. Employer
4601 College Boulevard
Leawood, Kansas 66211
(Address of Principal Executive Offices)
EURONET SERVICES, INC. MILESTONE STOCK OPTION AGREEMENTS
(Full Title of the Plans)
Daniel R. Henry
Chief Operating Officer
4601 College Boulevard
Leawood, Kansas 66211
(Name, Address, and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering Registration
to be registered registered share price fee
Interests in the Agreements
Calculated pursuant to Rule 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act"), based upon the price per
share at which the stock options may be exercised.
To the extent that the interests in the Plan constitute securities,
pursuant to Rule 416(c), this Registration Statement shall be
deemed to register an indeterminate amount of interests in the
Pursuant to Rule 457(h)(2), no registration fee is required with
respect to the interests in the Plan.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by the rules of the United States Securities and Exchange
Commission (the "Commission") under the Securities Act, this Registration
Statement omits the information specified in Part I of Form S-8.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by Euronet Services, Inc.
(the "Registrant"), with the Commission are incorporated in and made a part of
this Registration Statement by reference, as of their respective dates:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 (Commission file No. 000-22167) and any amendments
thereto (the "Annual Report");
(b) All reports and any amendments thereto filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1999; and
(c) The description of the Registrant's Common Stock (the "Common
Stock"), contained in the Registrant's Registration Statement on Form 8-A
filed on February 21, 1997, as amended (Commission file No. 000-22167) (the
"8-A Registration Statement").
In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement 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 such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
The financial statements of the Registrant appearing in the Annual
Report have been audited by KPMG Polska Sp. z o.o., independent auditors, as set
forth in their report thereon included in the Annual Report and incorporated
herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated by reference herein in reliance upon the reports of KPMG Polska Sp.
z o.o. pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at its request in such
capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
Articles EIGHTH and NINTH of the registrant's certificate of
incorporation provide for the elimination of personal liability of a director
for breach of fiduciary duty as permitted by Section 102(b)(7) of the Delaware
General Corporation Law.
Article VII of the registrant's by-laws, as amended, provides that the
registrant shall indemnify directors and officers to the fullest extent
permitted by the Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
ITEM 8. EXHIBITS.
The Exhibits to this registration statement on Form S-8 are listed in
the Exhibit Index of this registration statement, which Exhibit Index is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment
to this registration statement 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;
(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; and
(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 further 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
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 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.
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Leawood, Kansas.
EURONET SERVICES, INC.
By: /s/ DANIEL R. HENRY
Date: August 25, 2000
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael J. Brown and/or Daniel
R. Henry, and each of them, as his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and
resubstitution, for him in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement,
including any and all amendments, and any and all documents in connection
therewith, 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 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 he might or could
do in person, and hereby ratifies, approves and confirms all that his said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
________________ ____________ __________________ ________________ ______________
To be offered pursuant to the Euronet Services, Inc. Milestone Stock Option
Agreements (the "Agreements"):
Common Stock 2,050,405 Shares $2.14 $4,387,866.70 $1,159.00
par value $0.02
Signature Title Date
--------- ----- ----
Signature Title Date
--------- ----- ----
/s/ THOMAS A. McDONNELL Director August 25, 2000
/s/ NICHOLAS B. CALLINAN Director August 25, 2000
/s/ RICHARD HALKA Chief Financial Officer August 25, 2000
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on behalf of the Registrant
by the undersigned, thereunto duly authorized.
EURONET SERVICES, INC.
MILESTONE STOCK OPTION AGREEMENTS
By: /s/ DANIEL R. HENRY
Date: August 25, 2000
INDEX TO EXHIBITS
Number Description of Exhibit
- ------ ----------------------
4.1 The Registrant's Certificate of Incorporation previously filed as
Exhibit 3.1 to the Registrant's Form S-1 Registration Statement filed
with the Commission on December 18, 1996 (Commission file No. 333-
18121) is hereby incorporated by referenced as Exhibit 4.1.
4.2 The Registrant's Bylaws previously filed as Exhibit 3.2 to the
Registrant's Form S-1 Registration Statement filed with the Commission
on December 18, 1996 (Commission file No. 33-18121) is hereby
incorporated by reference as Exhibit 4.2.
4.3 Euronet Long-Term Incentive Stock Option Plan which is attached as
Exhibit 4(a) to the Registrant's Form S-8 Registration Statement filed
with the Commission on April 1, 1997 (Commission file No. 333-24539)
is hereby incorporated by reference as Exhibit 4.3.
4.4 Euronet Services, Inc. Stock Option Plan (incorporated by reference to
Appendix A to the Registrant's definitive proxy statement filed with
the Commission on June 26, 1998 (Commission file No. 000-22167) is
hereby incorporated by reference as Exhibit 4.4.
4.5 A form of Milestone Stock Option Agreement is included as Exhibit 4.5.
Each such Milestone Stock Option Agreement executed by the Registrant
shall be substantially the same as Exhibit 4.5 in form and content.
5 Opinion of Sonnenschein Nath & Rosenthal is included as Exhibit 5.
23.1 The Consent of Sonnenschein Nath & Rosenthal is included in Exhibit 5.
23.2 The Consent of KPMG Polska Sp. z o.o is included as Exhibit 23.2.
24 The Powers of Attorney are included on the signature page.
/s/ MICHAEL J. BROWN Chairman of the Board of Directors, August 25, 2000
Chief Executive Officer and
/s/ DANIEL R. HENRY Director and Chief Operating August 25, 2000
/s/ STEVEN J. BUCKLEY Director August 25, 2000
/s/ ERIBERTO R. SCOCIMARA Director August 25, 2000
FORM OF MILESTONE
STOCK OPTION AGREEMENT
Whereas, the person named below (the "Optionee") entered into a Milestone
Stock Option Agreement dated October 14, 1996 (the "Milestone Agreement")
whereby Optionee was granted certain stock options by Euronet Holding N.V., a
Netherlands Antilles company ("Euronet Holding"); and
Whereas, pursuant to an Exchange Agreement made as of December 17, 1996
(the "Exchange Agreement"), Euronet Services Inc., a Delaware corporation (the
"Company") agreed to assume the obligations of Euronet Holding with respect to
the options granted under the Milestone Agreement; and
Whereas, the Exchange Agreement provided that the Company and the Optionee
would enter into a stock option agreement substantially in the form of the
Milestone Agreement whereby the Company grants Optionee stock options in the
same amount as the options granted by the Milestone Agreement (adjusted to
reflect a seven-to-one stock split which took place on March 6, 1997).
Now therefore, it is agreed:
1. Exchange of Options. Optionee hereby (i) transfers to the Company the stock
options granted pursuant to the Milestone Agreement and (ii) releases Euronet
Holding from all obligations in connection therewith; and the Company hereby
grants to the Optionee, with respect to common stock of the Company, par value
$0.02 per share ("Common Stock"), subject to the terms and conditions provided
2. Award. Subject to the provisions of this Stock Option Agreement (the
"Option Agreement") and under the same terms and conditions as provided in the
1996 Euronet Long Term Stock Option Plan (the "Plan") the provisions of which
are incorporated by reference, the Company hereby grants to Optionee, an option
(the "Stock Option") to purchase from the Company the number of shares of Common
Stock, at the purchase price per share (the "Option Exercise Price").
Notwithstanding the previous sentence, it is understood that the Stock Option
granted hereby is not part of the option pool authorized by the Company in
connection with the Plan and constitutes a separate grant of options by the
Company. The Stock Option, which is not intended to be an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986
(as amended), is sometimes referred to herein as the "Award".
Name of Optionee: _________________________________
Number of Shares Subject
to Stock Option: _________________________________
Option Exercise Price Per Share: $2.14
Vesting Date: __________________________
Expiration Date of all
Options Granted Hereunder __________________________
3. Conditions of Exercise.
(a) The exercise of all or any portion of the Award is conditioned upon the
acceptance by Optionee of the terms hereof as evidenced by his/her execution of
this Option Agreement in the space provided below and the return of an executed
copy to the Company.
(b) Written notice of an election to exercise any portion of the Award,
substantially in the form adopted by the Company and specifying the number of
shares for which an exercise is made, shall be given by Optionee, or his/her
legal representative; (i) by delivering such notice to the General Counsel of
the Company no later than the exercise date, or (ii) by mailing such notice,
postage prepaid, addressed to the Company at its principal office at least three
business days prior to the exercise date.
4. No Rights Prior to Exercise. Neither Optionee nor any other person entitled
to exercise the Stock Option under the terms hereof shall be, or have any rights
or privileges of, a shareholder of the Company in respect of any Common Stock
issuable on exercise of the Stock Option, until the date of the issuance of a
stock certificate for such Common Stock.
5. Return of Agreement. If the Award is exercised in whole, this Option
Agreement shall be surrendered to the Company for cancellation upon receipt by
the Optionee or his broker of the underlying stock certificates. If the Award is
exercised in part, or a change is made in the number of designation of the
Common Stock, this Option Agreement shall be delivered by Optionee to the
Company for the purpose of making appropriate notation thereon, or of otherwise
reflecting, in such manner as the Company shall determine, the partial exercise
or the change in the number of designation of the Common Stock.
6. Representation. Optionee represents, warrants and agrees that:
(a) Optionee will acquire and hold the shares purchased on exercise of the
Stock Option for his/her account for investment and not with the view of the
resale of distribution thereof, except for resales or distribution in accordance
with applicable securities laws;
(b) Optionee will not, at any time, directly or indirectly, offer, sell,
pledge, or otherwise grant a security interest in or otherwise transfer any
portion of any shares purchased upon exercise of the Stock Option (or solicit an
offer to buy, pledge or otherwise acquire, all or any portion thereof), except
for resales or distribution in accordance with applicable securities laws; and
(c) Optionee acknowledges that Optionee has had the opportunity to ask
questions of, and receive answers from, the officers and representatives of the
Company concerning the Common Stock subject to this Option Agreement, as well as
all material information concerning the Company and the terms and
conditions of the transactions in which Optionee is acquiring the Stock Option
and may subsequently acquire shares of common Stock.
(a) The grant of the Award hereunder shall not be deemed to give Optionee the
right to be retained by the Company or to affect the right of the Company to
discharge Optionee pursuant to the Optionee's Employment Agreement. The
acceptance of the Award or any exercise of the Award by the Optionee shall not
be deemed to impose on the Optionee the obligation to remain in the employment
of the Company or to affect the Optionee's right to leave the Company's
employment pursuant to the Optionee's Employment Agreement.
(b) The Award shall be exercised in accordance with such administrative
regulations as the Company shall from time to time adopt.
(c) The Award and this Option Agreement shall be construed, administered and
governed in all respects under and by the laws of the State of Delaware, without
giving effect to principles of conflict of laws.
(d) This Option Agreement supersedes all prior discussions and/or agreements
between Optionee and the company, or any of the subsidiaries of the Company,
with respect to the subject matter hereof.
Dated as of July ___, 1998, to be effective as of March 6, 1997.
Euronet Services Inc.
Jeffrey B. Newman
Vice-President and General Counsel
The undersigned hereby accepts the foregoing Award and the terms and conditions
OPINION OF SN&R
Sonnenschein Nath & Rosenthal
4520 Main Street
Kansas City, Missouri 64111
August 25, 2000
Euronet Services, Inc.
4601 College Boulevard
Leawood, Kansas 66211
Re: Registration Statement on Form S-8 in connection with the registration
of the Milestone Stock Option Agreements (the "Agreements") under the
Euronet Long Term Stock Option Plan (the "Plan")
Ladies and Gentlemen:
In connection with the preparation of the above-referenced Registration
Statement (the "Registration Statement"), which is being filed on or about the
date of this letter on behalf of Euronet Services, Inc., a Delaware corporation
(the "Corporation"), and in connection with which we have acted as counsel to
the Corporation, you have asked us to provide you this opinion letter in
accordance with subsection (b)(5) of Item 601 of Regulation S-K promulgated by
the United States Securities and Exchange Commission. The Registration
Statement relates to the offer and sale pursuant to the Agreements of up to
2,050,405 shares (the "Shares") of the Corporation's Common Stock, par value
$0.02 per share (the "Common Stock").
Based upon and subject to our examination described herein and the
assumptions, exceptions, qualifications, and limitations set forth herein, we
are of the opinion that the issuance of the Shares that will be originally
issued under the Agreements has been duly authorized and the Shares will, when
issued pursuant to and in accordance with the terms of the applicable Agreements
and the Plan, be validly issued, fully paid, and non-assessable.
In connection with this opinion, we have examined and relied upon, without
further investigation, the following in connection with rendering the opinions
expressed herein: (a) the Plan and the form of the Agreements; (b) the
Corporation's Certificate of Incorporation, and the Corporation's Bylaws; (c)
the Registration Statement, (d) minutes of directors' and stockholders'
meetings, and (e) such other documents, certificates, records, and oral
statements of public officials and the officers of the Corporation as we deemed
necessary for the purpose of rendering the opinions expressed herein.
In our examinations, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity, accuracy and
completeness of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed, or
photostatic copies or by facsimile or electronic mail, and the authenticity of
the originals from which such copies, facsimiles, or electronic transmissions
were made. In our examination of documents, including the Agreements, executed
by persons, legal or natural, other than the Corporation, we have assumed that
such persons had the power, corporate or otherwise, to enter into and perform
all obligations thereunder and that such documents are valid and binding. We
have also assumed the conformity of all Agreements to the form reviewed of such
This opinion letter is limited to the specific legal issues that it
expressly addresses, and accordingly, no opinion may be inferred or implied
beyond the matters expressly stated in this letter. We express no opinion as to
the law of any jurisdiction other than the General Corporation Law of the State
of Delaware, as amended. We are not admitted to the Delaware Bar. In expressing
our opinions set forth herein, we have reviewed and relied upon, without further
investigation, such laws as published in generally available sources.
We consent to the filing of this opinion letter, or a reproduction thereof,
as an exhibit to the Registration Statement. In giving such consent, however, we
are not admitting that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
or regulations promulgated by the Securities and Exchange Commission thereunder.
This opinion letter is rendered as of the date set forth above, and we have
no continuing obligation hereunder to inform you of changes in the applicable
law or the facts after such date or facts of which we become aware after the
date hereof, even though such changes could affect our opinions expressed
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ James A. Heeter
James A. Heeter
CONSENT OF KPMG POLSKA SP. Z O.O.
Consent of Independent Auditors
We hereby consent to the reference to our firm under "Item 3. Incorporation
of Documents by Reference" in the Registration Statement (Form S-8) of Euronet
Services, Inc., relating to its Milestone Stock Option Agreements and to the
incorporation by reference therein of our report dated February, 15, 2000 except
for note 28 dated February 25, 2000, with respect to the financial statements of
Euronet Services, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1999 (Commission file no. 000-22167) and any amendments
August 25, 2000.