AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON July 2, 2001
REGISTRATION N0. 333-64634
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EURONET WORLDWIDE, INC.
------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Governing Instruments)
DELAWARE
-------------------------- 74-2806888
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.>
4601 COLLEGE BOULEVARD
LEAWOOD, KANSAS 66211
913-327-4200
-------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
DANIEL R. HENRY
CHIEF OPERATING OFFICER
4601 COLLEGE BOULEVARD
LEAWOOD, KANSAS 66211
913-327-4200
--------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
EURONET WORLDWIDE, INC.
EMPLOYEE STOCK PURCHASE PLAN
---------------------------------------------------
(Full Title of the Plan)
COPIES OF ALL COMMUNICATIONS T0:
----------------------------------------------------
MICHAEL E. KARNEY
FRIDAY, ELDREDGE & CLARK
2000 REGIONS CENTER
400 W. CAPITOL AVENUE
LITTLE ROCK, ARKANSAS 72201-3493
501-376-2011
CALCULATION OF REGISTRATION FEE
============================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED(1) REGISTERED(1)(2) PER SHARE(3) PRICE FEE(4)
----------------------------------------------------------------------------
Common Stock,
par value $.02
per share 500,000 shares $ 7.235 $ 3,617,500 $ 904.38
===========================================================================
(1) To the extent to which interests in the Plan constitute
separate securities, this Registration Statement shall be
deemed to register an indeterminate amount of such interests
in the Plan in accordance with Rule 416(c). This
Registration Statement also covers any additional shares of
the Registrant's Common Stock that may hereafter become
issuable as a result of the adjustment provisions of the
Plan or of the Common Stock in accordance with Rule 416(a).
(2) The shares of Common Stock offered hereby are offered
pursuant to the Euronet Worldwide, Inc. Employee Stock
Purchase Plan.
(3) Pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, the proposed maximum offering price per share is
the average of the high and low price per share of the
Common Stock on June 25, 2001.
(4) Pursuant to Rule 457(h)(2), no registration fee is required
with respect to the interests in the Plan.
-2-
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is being filed for the sole
purpose of making the Registration Statement publicly available
on EDGAR. There are no changes in this Registration Statement
from that originally filed with the Commission on July 5, 2001.
The documents containing the information specified in Part I
of Form S-8 will be sent or given to participants in the Employee
Stock Purchase Plan of Euronet Worldwide, Inc. and its
subsidiaries (the "Company"), as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such documents are not being filed with the Commission, but
constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10
(a) of the Securities Act. The documents incorporated by
reference into the Registration Statement pursuant to Item 3 of
Part II hereof will be available to participants in the Plan,
without charge, upon written or oral request. Any such request
should be directed to Daniel R. Henry, Chief Operating Officer,
Euronet Worldwide, Inc., 4601 College Boulevard, Leawood, Kansas
66211, telephone 913-327-4200.
-3-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by Euronet
Worldwide, Inc. (the "Registrant") with the Commission pursuant
to the Securities Act or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000 (File No.
0-22167), and any amendments thereto.
(b) (i) The Registrant's Quarterly Report on Form 10-
Q for the period ended March 31, 2001 (File
No. 0-22167), and any amendments thereto.
(ii) The Registrant's Proxy Statement on Schedule
14A for the Annual Meeting of Stockholders
held on May 24, 2001 (File No. 0-22167), and
any amendments thereto.
(c) The description of the Registrant's Common Stock
contained in the Registrant's Registration
Statement on Form 8-A filed with the Commission on
February 21, 1997 and any amendment or report
filed with the Commission for the purpose of
updating such description.
In addition, all documents filed by the Registrant with the
Commission pursuant to Section 13(a), 13(c), 14 or 15 (d) of the
Exchange Act after the date of this Registration Statement and
prior to the termination of the offering shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of the filing of such document
with the Commission. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of the Registration Statement 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 the Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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
-4-
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 is 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
benefit.
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.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement
are as follows:
EXHIBIT
NUMBER DESCRIPTION
------- --------------------
4.1 Articles of Incorporation of Euronet
Worldwide, Inc., (Incorporated by reference
to Exhibit 3.1 of the Registrant's Form S-1
Registration Statement filed with the
Commission on December 18, 1996 (File No.
333-18121)).
4.2 Bylaws of Euronet Worldwide, Inc.
(Incorporated by reference to Exhibit 3.2 of
the Company's Registration Statement on Form
S-1 dated December 18, 1996 (File No. 333-
18121)).
4.3 Form of Certificate of Common Stock of the
Registrant (Incorporated by reference to
Exhibit 4.1 of the Registrant's Form S-1
Registration Statement filed with the
Commission on December 18, 1996 (File No.
333-18121)).
-5-
4.4* Euronet WorldWide, Inc. Employee Stock
Purchase Plan.
5.1* Opinion of Friday, Eldredge & Clark, LLP.
23.1* Consent of Friday, Eldredge & Clark,
LLP.
23.2* Consent of KPMG Polska Sp. z o.o.
24.1* Powers of Attorney (included as part of the
signature page hereto).
------------------
*Filed herewith.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (1) To file, during any period in which offers or sales
are being made, 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, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, 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.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13 (a) or Section 15 (d) of the Exchange Act (and where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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 Securities 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 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 and
as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
-6-
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly approved, in the City of Leawood,
State of Kansas, on the 2nd day of July, 2001.
EURONET WORLDWIDE, INC.
By: Daniel R. Henry
----------------------------
Daniel R. Henry
Chief Operating Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Michael
J. Brown and Daniel R. Henry his true and lawful
attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign any or all
amendments, including any post-effective amendments, to this
Registration Statement, and to file the same, with exhibits
thereto, and other 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 ratifying and
confirming all that said attorneys-in-fact or their substitutes,
each acting alone, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed by the
following persons in their capacities and on the dates indicated.
SIGNATURE TITLE
--------- -----
Michael J. Brown
-------------------------- Chief Executive Officer and President
Michael J. Brown (Principal Executive Officer)
Daniel R. Henry
-------------------------- Director and Chief Operating Officer
Daniel R. Henry
Steven J. Buckley
-------------------------- Director
Steven J. Buckley
Eriberto R. Scocimara
-------------------------- Director
Eriberto R. Scocimara
Thomas A. McDonnell
-------------------------- Director
Thomas A. McDonnell
Jeanine Strandjord
-------------------------- Director
Jeanine Strandjord
Kendall Coyne
-------------------------- Chief Finacial Officer
Kendall Coyne (Principal Financial and Accouning
Officer)
-7-
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Articles of Incorporation of Euronet
Worldwide, Inc., (Incorporated by reference
to Exhibit 3.1 of the Registrant's Form S-1
Registration Statement filed with the
Commission on December 18, 1996 (File No.
333-18121)).
4.2 Bylaws of Euronet Worldwide, Inc.
(Incorporated by reference to Exhibit 3.2 of
the Company's Registration Statement on Form
S-1 dated December 18, 1996 (File No. 333-
18121)).
4.3 Form of Certificate of Common Stock of the
Registrant (Incorporated by reference to
Exhibit 4.1 of the Registrant's Form S-1
Registration Statement filed with the
Commission on December 18, 1996 (File No.
333-18121)).
4.4* Euronet Worldwide, Inc. Employee Stock
Purchase Plan.
5.1* Opinion of Friday, Eldredge & Clark, LLP.
23.1* Consent of Friday, Eldredge & Clark,
LLP.
23.2* Consent of KPMG Polska Sp. z o.o.
24.1* Powers of Attorney (included as part of the
signature page hereto).
-----------------
*Filed herewith.
-8-
Exhibit 4.4
EURONET WORLDWIDE INC. EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
INTRODUCTION
1.01 Purpose. The Euronet Worldwide Inc. Employee Stock
Purchase Plan (the "Plan") is intended to provide a method
whereby employees of Euronet Worldwide Inc. (the "Company") and
its Eligible Subsidiary Companies (as defined below) will have an
opportunity to acquire a proprietary interest in the Company
through the purchase of shares of the Common Stock of the
Company.
1.02 Rules of Interpretation. It is the intention of the
Company to have the Plan qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). The provisions of the Plan shall be
construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
ARTICLE II
DEFINITIONS
2.01 "Board" shall mean the Board of Directors of the
Company.
2.02 "Compensation" shall mean the gross cash compensation
(including, wage, salary and overtime earnings) paid by the
Company or any Eligible Subsidiary Company to a participant in
accordance with the terms of employment, but excluding all bonus
payments, expense allowances and compensation paid in a form
other than cash.
2.03 "Committee" shall mean the individuals described in
Article XI.
2.04 "Eligible Subsidiary Company" shall mean each
Subsidiary Company the employees of which are entitled to
participate in the Plan, as listed or referred to on
Schedule 2.03 hereto.
2.05 "Employee" shall mean any person employed by the
Company or any Eligible Subsidiary Company, including any full-
time, part-time or temporary employee.
1
2.06 "Fair Market Value" shall mean as of any date, the
value of Common Stock of the Company determined as follows:
(a) If the Common Stock is listed on any established
stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap
Market of The Nasdaq Stock Market, its Fair Market Value shall be
the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system for the
last market trading day on the date of such determination, as
reported in The Wall Street Journal or such other source as the
Board deems reliable;
(b) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported,
its Fair Market Value shall be the mean of the closing bid and
asked prices for the Common Stock on the date of such
determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable; or
(c) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined
in good faith by the Board.
2.07 "Plan Representative" shall mean any person designated
from time to time by the Committee to receive certain notices and
take certain other administrative actions relating to
participation in the Plan.
2.08 "Subsidiary Company" shall mean any present or future
corporation which (i) is or becomes a "Subsidiary Company" of the
Company as that term is defined in Section 424 of the Code and
(ii) is designated as a participant in the Plan by the Committee.
2
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.01 Initial Eligibility. Each Employee who shall have
completed three consecutive months of employment with the Company
or any corporation or entity acquired by the Company or any
Eligible Subsidiary Company and shall be employed by the Company
or any Eligible Subsidiary Company on the date his or her
participation in the Plan is to become effective shall be
eligible to participate in Offerings (as defined below) under the
Plan which commence after such three-month period has concluded.
Persons who are not Employees shall not be eligible to
participate in the Plan.
3.02 Restrictions on Participation. Notwithstanding any
provision of the Plan to the contrary, no Employee shall be
granted an option to purchase shares of Common Stock under the
Plan:
(a) if, immediately after the grant, such Employee
would own stock and/or hold outstanding options to purchase stock
possessing 5% or more of the total combined voting power or value
of all classes of stock of the Company (for purposes of this
paragraph, the rules of Section 424(d) of the Code shall apply in
determining stock ownership of any Employee); or
(b) which permits such Employee's rights to purchase
stock under all employee stock purchase plans (as that term is
defined in Section 423(b) of the Code) of the Company to accrue
at a rate which exceeds $25,000 of fair market value of the stock
(determined at the time such option is granted) for each calendar
year in which such option is outstanding at any time.
3.03 Commencement of Participation. An eligible Employee
may become a participant by completing an authorization for
payroll deductions on the form provided by the Company and filing
the completed form with the Plan Representative on or before the
filing date set therefor by the Committee, which date shall be
prior to the Offering Commencement Date for the next following
Offering (as such terms are defined below), unless a later time
for submission of the form is set by the Committee for all
eligible Employees with respect to a given Offering Period.
Payroll deductions for a participant shall commence on the next
following Offering Commencement Date after the Employee's
authorization for payroll deductions becomes effective and shall
continue until termination of the Plan or the participant's
3
earlier termination of participation in the Plan. Each
participant in the Plan shall be deemed to continue participation
until termination of the Plan or such participant s earlier
termination of participation in the Plan pursuant to Article VIII
below.
ARTICLE IV
STOCK SUBJECT TO THE PLAN AND OFFERINGS
4.01 Stock Subject to the Plan. Subject to the provisions
of Section 12.04 of the Plan, the Board shall reserve initially
for issuance under the Plan an aggregate of five hundred thousand
(500,000) shares of the Company's common stock (the "Common
Stock"), which shares shall be authorized but unissued shares of
Common Stock. If, on a given Offering Termination Date, the
number of shares with respect to which options are to be
exercised exceeds the number of shares then available under the
Plan, the Committee shall make a pro rata allocation of the
shares remaining available for purchase in as uniform manner as
shall be practicable and as it shall determine to be equitable.
The Board may from time to time reserve additional shares of
authorized and unissued Common Stock for issuance pursuant to the
Plan; provided, however, that at no time shall the number of
shares of Common Stock reserved be greater than permitted by
applicable law.
4.02 Offerings. The Plan shall be implemented by a series of
Offerings of the Company's Common Stock (the "Offerings") of
three (3) months duration, with new Offerings commencing on or
about January 1, April 1, July 1 and October 1 of each year (or
at such other dates as the Committee shall determine). The first
day of each Offering shall be deemed the "Offering Commencement
Date" and the last day the "Offering Termination Date" for such
Offering. The first Offering will be for the period commencing
July 1, 2001 and ending September 30, 2001. The Committee shall
have the power to change the duration and/or the frequency of
future Offerings without stockholder approval if such change is
announced at least five (5) days prior to the beginning of the
first Offering to be affected and the duration of such Offering
does not exceed twenty-seven (27) months. Each Offering shall be
in such form and shall contain such terms and conditions as the
Committee shall deem appropriate, which shall comply with the
requirements of Section 423(b)(5) of the Code that all Employees
granted options to purchase shares of Common Stock under the Plan
shall have the same rights and privileges. The Plan shall
continue until terminated in accordance with Section 12.05.
4
ARTICLE V
PAYROLL DEDUCTIONS
5.01 Amount of Deduction. The form described in Section
3.03 will permit a participant to elect payroll deductions to
occur during each Offering in an amount determined by the
participant, provided that such amount may be limited in order to
comply with the requirements of Section 3.02(b).
5.02 Participant's Account. All payroll deductions made for
a participant shall be credited to an account established for
such participant under the Plan. A participant may not make any
separate cash payment into such account.
5.03 Changes in Payroll Deductions. A participant may
reduce or increase future payroll deductions by filing with the
Plan Representative a form provided by the Company for such
purpose. The effective date of any increase or reduction in
future payroll deductions will be the first day of the next pay
period succeeding processing of the change form. A participant's
payroll deduction election shall remain in effect for successive
Offerings unless terminated as provided in Section 8.01.
ARTICLE VI
GRANTING OF OPTION
6.01 Number of Option Shares. On or prior to the Offering
Commencement Date, the Committee shall specify a maximum number
of shares of Common Stock that may be purchased by each
participant during the Offering, subject to any adjustment
pursuant to Section 12.04 and the limitations of Section 3.02(b)
and 4.01. For the Offering commencing July 1, 2001, the maximum
number of shares which may be purchased by each participant shall
not exceed 3,000 shares.
6.02 Offering Price. The option price of Common Stock
purchased with payroll deductions made during any Offering (the
"Offering Price") for a participant therein shall be the lesser
of:
(a) 85% of the Fair Market Value of the shares of
Common Stock on the Offering Commencement Date, or
(b) 85% of the Fair Market Value of the shares of
Common Stock on the Offering Termination Date.
5
ARTICLE VII
EXERCISE OF OPTION
7.01 Automatic Exercise. Each Plan participant's option for
the purchase of stock with payroll deductions made during any
Offering will be deemed to have been exercised automatically on
the applicable Offering Termination Date for the purchase of the
number of shares of Common Stock which the accumulated payroll
deductions in the participant's account at the time will purchase
at the applicable Offering Price (but not in excess of the number
of shares for which outstanding options have been granted to the
participant pursuant to Section 6.01).
7.02 Withdrawal of Account. No participant in the Plan
shall be entitled to withdraw any amount from the accumulated
payroll deductions in his or her account; provided, however, that
a participant's accumulated payroll deductions shall be refunded
to the participant as and to the extent specified in Section 8.01
below upon termination of such participant's participation in the
Plan.
7.03 Fractional Shares. Fractional shares of Common Stock
may be issued under the Plan.
7.04 Exercise of Options. During a participant's lifetime,
options held by such participant shall be exercisable only by
such participant.
7.05 Delivery of Stock. As promptly as practicable after
the Offering Termination Date of each Offering, the Company will
deliver to each participant in such Offering, as appropriate, the
shares of Common Stock purchased therein upon exercise of such
participant's option. The Company may deliver such shares in
certificated or book entry form, at the Company's sole election.
7.06 Stock Transfer Restrictions. The Plan is intended to
satisfy the requirements of Section 423 of the Code. A
participant will not obtain the benefits of this provision if
such participant disposes of shares of Common Stock acquired
pursuant to the Plan within two (2) years from the Offering
Commencement Date or within one (1) year from the date such
Common Stock is purchased by the participant, whichever is later.
6
ARTICLE VIII
WITHDRAWAL
8.01 In General. A participant may stop participating in
the Plan at any time by giving written notice to the Plan
Representative. Upon processing of any such written notice, no
further payroll deductions will be made from the participant's
Compensation during such Offering or thereafter, unless and until
such participant elects to resume participation in the Plan by
providing written notice to the Plan Representative pursuant to
Section 3.03 above. Such participant's payroll deductions
accumulated prior to processing of such notice shall be applied
toward purchasing shares of Common Stock in the then-current
Offering as provided in Section 7.01 above. Any cash balance
remaining after the purchase of shares in such Offering shall be
refunded promptly to such participant.
8.02 Effect on Subsequent Participation. A participant's
withdrawal from any Offering will not have any effect upon such
participant's eligibility to participate in any succeeding
Offering or in any similar plan which may hereafter be adopted by
the Company and for which such participant is otherwise eligible.
8.03 Termination of Employment. Upon termination of a
participant's employment with the Company or any Eligible
Subsidiary Company (as the case may be) for any reason, including
retirement or death, the participant's payroll deductions
accumulated prior to such termination, if any, shall be applied
toward purchasing shares of Common Stock in the then-current
Offering, and any cash balance remaining after the purchase of
shares in such Offering shall be refunded to him or her, or, in
the case of his or her death, to the person or persons entitled
thereto under Section 12.01, and his or her participation in the
Plan shall be deemed to be terminated.
ARTICLE IX
INTEREST
9.01 Payment of Interest. No interest will be paid or
allowed on any money paid into the Plan or credited to the
account of or distributed to any participant Employee.
7
ARTICLE X
STOCK
10.01 Participant's Interest in Option Stock. No
participant will have any interest in shares of Common Stock
covered by any option held by such participant until such option
has been exercised as provided in Section 7.01 above.
10.02 Registration of Stock. Shares of Common Stock
purchased by a participant under the Plan will be registered in
the name of the participant, or, if the participant so directs by
written notice to the Plan Representative prior to the Offering
Termination Date applicable thereto, in the names of the
participant and one such other person as may be designated by the
participant, as joint tenants with rights of survivorship or as
tenants by the entireties, to the extent permitted by applicable
law.
10.03 Restrictions on Exercise. The Committee may, in its
discretion, require as conditions to the exercise of any option
that the shares of Common Stock reserved for issuance upon the
exercise of such option shall have been duly listed, upon
official notice of issuance, upon a stock exchange or market, and
that either:
(a) a registration statement under the Securities Act
of 1933, as amended, with respect to said shares shall be
effective, or
(b) the participant shall have represented at the time
of purchase, in form and substance satisfactory to the Company,
that it is his or her intention to purchase the shares for
investment and not for resale or distribution.
ARTICLE XI
ADMINISTRATION
11.01 Appointment of Committee. The Board shall appoint a
committee (the "Committee") to administer the Plan, which shall
consist solely of no fewer than three "non-employee directors
(as defined in Rule 16b-3(a)(3) promulgated under the Securities
Act of 1933, as amended).
11.02 Authority of Committee. Subject to the express
provisions of the Plan, the Committee shall have plenary
authority in its discretion to interpret and construe any and all
8
provision of the Plan, to adopt rules and regulations for
administering the Plan, and to make all other determinations
deemed necessary or advisable for administering the Plan. The
Committee's determination of the foregoing matters shall be
conclusive. Without regard to whether any participant rights may
be considered to have been "adversely affected," the Committee
shall be entitled to limit the frequency and/or number of changes
in the amount withheld during an Offering, establish the exchange
ratio applicable to amounts withheld in a currency other than
U.S. dollars, permit payroll withholding in excess of the amount
designated by a participant in order to adjust for delays or
mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and
adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld
from the participant's Compensation, and establish such other
limitations or procedures as the Committee determines in its sole
discretion advisable that are consistent with the Plan.
11.03 Rules Governing the Administration of the
Committee. The Board may from time to time appoint members of
the Committee in substitution for or in addition to members
previously appointed and may fill vacancies, however caused, in
the Committee. The Committee may select one of its members as
its chairman, shall hold its meetings at such times and places as
it shall deem advisable, and may hold telephonic meetings. All
determinations of the Committee shall be made by a majority of
its members. A decision or determination reduced to writing and
signed by a majority of the members of the Committee shall be as
fully effective as if it had been made by a majority vote at a
meeting duly called and held. The Committee may appoint a
secretary and shall make such rules and regulations for the
conduct of its business as it shall deem advisable.
ARTICLE XII
MISCELLANEOUS
12.01 Designation of Beneficiary. A participant may
file with the Plan Representative a written designation of a
beneficiary who is to receive any shares of Common Stock and/or
cash under the Plan upon the participant's death. Such
designation of beneficiary may be changed by the participant at
any time by written notice to the Plan Representative. Upon the
death of a participant and receipt by the Company of proof of
9
identity and existence at the participant's death of a
beneficiary validly designated by the participant under the Plan,
and subject to Article VIII above concerning withdrawal from the
Plan, the Company shall deliver such shares of Common Stock
and/or cash to such beneficiary. In the event of the death of a
participant lacking a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the
Company shall deliver such shares of Common Stock and/or cash to
the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company, in its discretion,
may deliver such shares of Common Stock and/or cash to the spouse
or to any one or more dependents of the participant, in each case
without any further liability of the Company whatsoever under or
relating to the Plan. No beneficiary shall, prior to the death
of the participant by whom he or she has been designated, acquire
any interest in the shares of Common Stock and/or cash credited
to the participant under the Plan.
12.02 Transferability. Neither payroll deductions
credited to any participant's account nor any option or rights
with regard to the exercise of an option or to receive Common
Stock under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the participant other than by
will or the laws of descent and distribution. Any such attempted
assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may, in its discretion,
treat such act as an election to withdraw from participation in
the Plan in accordance with Section 8.01.
12.03 Use of Funds. All payroll deductions received or
held by the Company under the Plan may be used by the Company for
any corporate purpose. The Company shall not be obligated to
segregate such payroll deductions.
12.04 Adjustment Upon Changes in Capitalization.
(a) If, while any options are outstanding under the
Plan, the outstanding shares of Common Stock of the Company have
increased, decreased, changed into, or been exchanged for a
different number or kind of shares or securities of the Company
through any reorganization, merger, recapitalization,
reclassification, stock split, reverse stock split or similar
transaction, appropriate and proportionate adjustments may be
made by the Committee in the number and/or kind of shares which
are subject to purchase under outstanding options and in the
Offering Price or Prices applicable to such outstanding options.
10
In addition, in any such event, the number and/or kind of shares
which may be offered in the Offerings described in Article IV
hereof shall also be proportionately adjusted. No such
adjustments shall be made for or in respect of stock dividends.
For purposes of this paragraph, any distribution of shares of
Common Stock to shareholders in an amount aggregating 20% or more
of the outstanding shares of Common Stock shall be deemed a stock
split, and any distribution of shares aggregating less than 20%
of the outstanding shares of Common Stock shall be deemed a stock
dividend.
(b) Upon the dissolution or liquidation of the
Company, or upon a reorganization, merger or consolidation of the
Company with one or more corporations as a result of which the
Company is not the surviving corporation, or upon a sale of
substantially all of the property or capital stock of the Company
to another corporation, the holder of each option then
outstanding under the Plan will thereafter be entitled to receive
at the next Offering Termination Date, upon the exercise of such
option, for each share as to which such option shall be
exercised, as nearly as reasonably may be determined, the cash,
securities and/or property which a holder of one share of the
Common Stock was entitled to receive upon and at the time of such
transaction. The Board shall take such steps in connection with
such transactions as the Board shall deem necessary to assure
that the provisions of this Section 12.04 shall thereafter be
applicable, as nearly as reasonably may be determined, in
relation to the said cash, securities and/or property as to which
each such holder of any such option might hereafter be entitled
to receive.
12.05 Amendment and Termination.
(a) The Board may at any time and for any reason
terminate or amend the Plan. Except as provided in Section
12.04, no such termination can affect options previously granted,
provided that an Offering may be terminated by the Board on any
Offering Termination Date if the Board determinates that the
termination of the Offering or the Plan is in the best interests
of the Company and its stockholders. Except as provided in
Section 12.04 and this Section 12.05, no amendment may make any
change in any option theretofore granted that adversely affects
the rights of any participant. To the extent necessary to comply
with Section 423 of the Code (or any other applicable law,
regulation or stock exchange rule), the Company shall obtain
shareholder approval in such a manner and to such a degree as
required.
11
(b) In the event the Board determines that the ongoing
operation of the Plan may result in unfavorable financial
accounting consequences, the Board may, in its discretion and, to
the extent necessary or desirable, modify or amend the Plan to
reduce or eliminate such accounting consequence including, but
not limited to:
(i) altering the Offering Price for any
Offering, including an Offering underway at the time of the
change in the Offering;
(ii) shortening any Offering so that Offering
ends on a new Offering Termination Date, including an Offering
underway at the time of the Board action; and
(iii) allocating shares.
Such modifications or amendments shall not require
stockholder approval or the consent of any participants.
12.06 Effective Date. The Plan shall become effective
as of June 1, 2001, subject to approval by the holders of a
majority of the shares of Common Stock present and represented at
any special or annual meeting of the shareholders of the Company
duly held within 12 months after adoption of the Plan. If the
Plan is not so approved, the Plan shall not become effective.
12.07 No Employment Rights. The Plan does not, directly
or indirectly, create in any person any right with respect to
continuation of employment by the Company or any Subsidiary
Company, and it shall not be deemed to interfere in any way with
the Company's or any Subsidiary Company's right to terminate, or
otherwise modify, any employee's employment at any time.
12.08 Effect of Plan. The provisions of the Plan shall,
in accordance with its terms, be binding upon, and inure to the
benefit of, all successors of each Employee participating in the
Plan, including, without limitation, such Employee's estate and
the executors, administrators or trustees thereof, heirs and
legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such Employee.
12.09 Governing Law. The law of the State of Delaware
will govern all matters relating to this Plan except to the
extent superseded by the federal laws of the United States.
12
Schedule 2.03 to
Euronet Worldwide Inc. Employee Stock Purchase Plan
Eligible Subsidiary Companies
1 Euronet USA Inc.
Exhibit 5.1
Friday, Eldredge & Clark, LLP
2000 Regions Center
400 W. Capitol Avenue
Little Rock, Arkansas 72201
501-376-2011
Telecopy 501-376-2147
July 2, 2001
Euronet Worldwide, Inc.
4601 College Boulevard
Leawood, Kansas 66211
Ladies and Gentlemen:
We have acted as counsel to Euronet Worldwide, Inc. , a
Delaware corporation (the "Company"), with respect to the filing
by the Company with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 (the "Registration Statement") covering the
issuance of up to 500,000 shares of the Company's shares of
Common Stock, par value $.02 per share (the "Shares").
Based on our review of the Company's organizational
documents, the option plans pursuant to which the Shares are
issuable and such other documents and records as we have deemed
necessary and appropriate, we are of the opinion that the Shares
will, when sold, be legally issued, fully paid and
non-assessable.
In connection with this opinon, we have examined and relied
upon, without further investigation, the following in connnection
with rendering the opinions expressed herein: (a) the Plan and
the form of the Agreements; (b) the Certificate of Incorporation,
and the Company'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 Company as we deemed
necessary for the purpose of rendering opinions expressed
herein.
In our examinations, we have assumed the genuineness of all
signatures, the legal capicity 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 Company,
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 Agreements.
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 expressley 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 any 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 herein.
Very truly yours,
Friday, Eldredge & Clark, LLP
FRIDAY, ELDREDGE & CLARK, LLP
EXHIBIT
23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated February 9, 2001 included in Euronet Worldwide,
Inc.'s previously filed Annual Report on Form 10-K (File No. 0-
22167) for the year ended December 31, 2000 and to all references
to our Firm included in this Registration Statement.
KPMG POLSKA SP. Z O.O.
Warsaw, Poland
July 2, 2001
II-8-