SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EURONET WORLDWIDE, INC.
(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE 74-2806888
(State Or Other Jurisdiction Of (I.R.S. Employer
Incorporation Or Organization) Identification No.)
4601 COLLEGE BOULEVARD
SUITE 300
LEAWOOD, KANSAS 66211
(913) 327-4200
(Address And Telephone Number Of Principal Executive Offices,
Including Zip Code)
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.
2002 STOCK INCENTIVE PLAN
(Full Title Of The Plan)
Copies of All Correspondence To:
--------------------------------
J. MARK POERIO, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER, LLP
1299 PENNSYLVANIA AVE., NW, 10th FLOOR
WASHINGTON, DC 20004-2400
----------------------------
CALCULATION OF REGISTRATION FEE
------------------------- ------------------------ --------------------------
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
To Be Registered Registered Share (1) Price (1) Fee
- ---------------------- ---------------------- --------------------------------
Common Stock, 2,000,000 $8.24 $16,480,000.00 $1516.16
$0.01 par value
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h)(1) of the Securities Act of 1933, based on
the average of the high and low prices of the Common Stock as quoted on the
Nasdaq National Market on August 8, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information And Employee Plan Annual Information*
* Information about the registrant required by Part I to be contained
in a Section 10(a) prospectus is omitted from the registration
statement in accordance with Rule 428 under the Securities Act of
1933, as amended, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this registration statement:
1. The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the
fiscal year ended December 31, 2001.
3. The description of the registrant's Common Stock contained in the
registration statement on Form 8-A (No. 0-22167), filed on February
21, 1997 with the Commission pursuant to Section 12 of the Securities
Exchange Act of 1934, including any subsequent amendment or report
filed for the purpose of updating such description.
In addition, all documents subsequently filed by the registrant pursuant
to Sections 13(a) or 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. IDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of 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
benefit.
Articles EIGHT and NINE 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index on page [insert page # when filing formatted].
ITEM 9. UNDERTAKINGS
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 in the
registration statement. 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 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) (ss.230.424(b) of this chapter) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(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
(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.
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(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.
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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of ______________________, State of______________, on
______, 20 _____
EURONET WORLDWIDE, INC.
By /s/ Daniel R. Henry
--------------------
Daniel R. Henry
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Michael J. Brown and Daniel R. Henry true and
lawful attorney-in-fact and agent with power of substitution and resubstitution,
for him, and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post effective amendments) to this
registration statement on Form S-8, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Commission,
granting unto said attorney-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 to comply with the provisions of the Securities Act of 1933 and all
requirements of the Commission, hereby ratifying and confirming all that said
attorney-in-fact or any of them, or their or his or her substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title
- --------- -----
/s/ Michael J. Brown
- -------------------------- Chief Executive Officer and President
Michael J. Brown (Principal Executive Officer)
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Signature Title
- --------- -----
/s/ Daniel R. Henry
- -------------------------- Director, President, and Chief Operating
Daniel R. Henry Officer
/s/ Dr. Andrzej Olechowski
- -------------------------- Director
Dr. Andrzej Olechowski
/s/ Eriberto R. Scocimara
- -------------------------- Director
Eriberto R. Scocimara
/s/ Thomas A. McDonnell
- -------------------------- Director
Thomas A. McDonnell
/s/ Jeanine Strandjord
- -------------------------- Director
Jeanine Strandjord
/s/ Kendall Coyne
- -------------------------- Chief Financial Officer
Kendall Coyne (Principal Financial and Accounting Officer)
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EXHIBIT INDEX
EXHIBIT
4. Instruments defining the rights of security holders:
(a) Euronet Worldwide, Inc. 2002 Stock Incentive Plan (incorporated
by reference to Exhibit A to the registrant's definitive proxy
statement filed with the Commission on April 8, 2002 (file no.
000-22167)).
5. Opinion of Paul, Hastings, Janofsky & Walker, LLP re: validity of
securities registered.
23. Consents of experts and counsel:
(a) Consent of KPMG Polska Sp. z o.o. (certified public accountants)
(b) Consent of Paul, Hastings, Janofsky & Walker, LLP as Legal
Counsel (included in exhibit 5).
24. Power of Attorney: included on signature page.
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Law Offices of
Paul Hastings Janofsky & Walker LLP
1299 Pennsylvania Avenue, NW
Washington DC 20004
Telephone (202) 508-9500
Facsimile (202) 508-9700
August 12, 2002
Board of Directors
Euronet Worldwide, Inc.
4601 College Blvd., Suite 300
Leawood, KS 66211
Re: Registration Statement on Form S-8
----------------------------------
Dear Board Members:
We have acted as counsel to Euronet Worldwide, Inc. (the "Company") in
connection with the preparation of the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission (the "Registration Statement") under
the Securities Act of 1933, as amended, relating to 2,000,000 shares of common
stock (the "Common Stock") of the Company which may be issued pursuant to the
Company's 2002 Stock Incentive Plan, as such numbers of shares may be increased
in accordance with said plan in the event of a merger, consolidation,
reorganization, liquidation, recapitalization, stock dividend, stock split, or
similar event involving the Company. You have requested the opinion of this firm
with respect to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with the
terms of the Plan will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ J. Mark Poerio
----------------
J. Mark Poerio, Esq.
for PAUL HASTINGS, JANOFSKY & WALKER LLP
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Euronet Worldwide, Inc.
We consent to the use of our report dated February 6, 2002 included in Euronet
Worldwide, Inc.'s Annual Report on Form 10-K for the year ended December 31,
2001 in this Registration Statement on Form S-8 of Euronet Worldwide, Inc.
incorporated herein by reference.
KPMG Polska Sp. z o.o.
Warsaw, Poland
August XX, 2002