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, PRESIDENT
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.
2003 EMPLOYEE STOCK PURCHASE 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
Maximum Maximum
Title Of Amount Offering Aggregate Amount of
Securities To Be Price Per Offering Registration
To Be Registered Registered Share (1) Price (1) Fee
- ------------------- -------------------------------- -----------------------------------
Common Stock, 500,000 $7.52 $3,760,000.00 $345.92
$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 selling prices of the Common Stock as quoted on
the Nasdaq National Market on January 29, 2003.
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. The registrant's Quarterly Reports on Form 10-Q for the calendar
quarters ended March 31, 2002, June 30, 2002, and September 30,
2002.
3. 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.
4. 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
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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. INDEMNIFICATION 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.
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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
See Exhibit Index on page 9.
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) (Section 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 Leawood, State of Kansas, on January 30, 2003.
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
- -------------------------- (Principal Executive Officer)
Michael J. Brown
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Signature Title
- --------- -----
/s/ Daniel R. Henry Director, President, and Chief Operating
- -------------------------- Officer
Daniel R. Henry
/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/ Rick Weller Chief Financial Officer
- -------------------------- (Principal Financial and Accounting
Rick Weller Officer)
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EXHIBIT INDEX
EXHIBIT
4. Instruments defining the rights of security holders:
(a) Euronet Worldwide, Inc. Employee Stock Purchase Plan.
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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Exhibit 4(a)
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, subject to the discretion of the Board or
the Plan Representative at any time and from time to time to approve changes to
the designations within Schedule 2.03 from among a group consisting of
Subsidiary Companies.
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.
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 is or becomes a "Subsidiary Company" of the Company as that term is
defined in Section 424 of the Code.
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
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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 enrollment 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 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
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(or at such other dates as the Committee shall determine); provided that the
first Offering will be for the period commencing February 1, 2003 and ending
March 31, 2003. 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 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.
ARTICLE V
PAYROLL DEDUCTIONS AND SUBSCRIPTIONS
5.01 Amount of Deduction. The form described in Section 3.03 will permit a
participant to elect during each Offering (except Offerings as to which the
participant is suspended from participating in accordance with Section 8.02)
payroll deductions to occur in an amount determined by the participant. In
addition, for each Eligible Subsidiary Company that establishes a sub-plan
pursuant to Section 11.04(b), the Plan Representative may in its discretion
permit employees of the Eligible Subsidiary Company to subscribe to pay the
Company a fixed dollar amount in one payment completed on or before the
Offering Termination Date. In all cases, the amount of each participant's
payroll deductions or subscriptions may be limited in order to comply with the
requirements of Section 3.02(b).
5.02 Participant's Account. All payroll deductions and payments made for
or by a participant pursuant to Section 5.01 shall be credited to an account
established for such participant under the Plan.
5.03 Changes in Payroll Deductions and Payments. A participant may reduce
or increase future payroll deductions or payments made pursuant to Section 5.01
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 or payments pursuant to Section 5.01 will be the next Offering
Commencement Date that both succeeds processing of the change form and involves
an Offering in which the participant is eligible to participate, taking into
account any suspension of participation that Section 8.02 requires. A
participant's changed enrollment election pursuant to Section 5.01 shall remain
in effect for successive Offerings unless terminated as provided in Section
8.01.
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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, the limitations of Section 3.02(b) and
4.01, and any suspensions of participation pursuant to Section 8.02. For each
Offering commencing on or after February 1, 2003, the maximum number of shares
which may be purchased by each participant during the Offering shall not exceed
3,000 shares (subject to the discretion of the Plan Representative to increase
or decrease this limit on a prospective basis, through advance written notice to
Plan participants).
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.
ARTICLE VII
EXERCISE OF OPTION
7.01 Automatic Exercise. Each Plan participant's option for the purchase
of stock with payroll deductions (or payments pursuant to Section 5.01) 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 and payments pursuant to
Section 5.01 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 (and
contributions pursuant to Section 5.01) in his or her account; provided,
however, that a participant's accumulated payroll deductions (and contributions
pursuant to Section 5.01) 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.
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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.
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, in accordance with
Section 8.02 hereof, by providing written notice to the Plan Representative
pursuant to Section 3.03 above. Such participant's payroll deductions and
payments accumulated pursuant to Section 5.01 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
an Offering pursuant to Section 8.01 (including as a deemed withdrawal a
participant's failure to make all subscription payments required pursuant to
Section 5.01 on or before an Offering Termination Date) will result in the
participant's suspension from Plan participation for the remainder of the
Offering and for the subsequent three Offerings. The participant's suspension
will not thereafter 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.
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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, then -
(i) any shares that the Company or the Plan holds for the participant
pursuant to the Plan will be issued and delivered to the participant (or the
participant's estate in the event the particiant is deceased) unless the Plan
Representative determines in its discretion that the participant has before such
employment termination date provided directions (in a form and manner acceptable
to the Plan Representative) that are sufficient and timely to permit a transfer
of such shares within the thirty-day period following the participant's
termination of employment; and
(ii) the participant's payroll deductions and contributions accumulated
pursuant to Section 5.01 prior to such termination, if any, 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.
8.04 Hardship Withdrawal. Hardship distributions may be made without
suspension of a participant's right to re-enroll in a future Offering (as
otherwise required under Section 8.02). A participant will be considered to have
a hardship if a distribution is necessary to pay --
o any of the following expenses with respect to the participant,
the participant's spouse or significant other, or a member of the
participant's immediate family: uninsured medical expenses, or
tuition or related expenses for the next 12 months of
post-secondary education,
o expenses associated with the purchase of the participant's
principal residence,
o the costs necessary to avoid foreclosure or eviction from the
participant's principal residence,
o any amount the participant requests within 90 days following the
death of the participant's spouse or significant other, or
o any amount the participant's designated beneficiary requests
within 90 days following the death of the participant.
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.
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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 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
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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.
11.04 Rules For Foreign Jurisdictions And Non-423 Plan.
(a) Local Rules and Procedures. The Company may adopt rules or procedures
relating to the operation and administration of the Plan to accommodate the
specific requirements of local laws and procedures. Without limiting the
generality of the foregoing, the Company is specifically authorized to adopt
rules and procedures regarding handling of payroll deductions, payment of
interest, conversion of local currency, payroll tax, withholding procedures and
handling of stock certificates which vary with local requirements.
(b) Sub-Plans. The Company may also adopt sub-plans applicable to
particular Subsidiary Companies or locations, which sub-plans may be designed to
be outside the scope of Code section 423. The rules of such sub-plans may take
precedence over other provisions of this Plan, but unless otherwise superseded
by the specific terms of such sub-plan, the provisions of this Plan shall govern
the operation of such sub-plan. Schedule 11.04(b) hereto designates all
Subsidiary Companies that are establishing sub-plans as of the Effective Date.
These Subsidiary Companies are becoming Eligible Subsidiary Companies as of the
Effective Date for all purposes of the Plan except they are not adopting the
Plan pursuant to Code section 423 and are therefore outside its scope.
ARTICLE XII
MISCELLANEOUS
9
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 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 or payments credited to
any participant's account pursuant to Section 5.01 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 and payments 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.
In addition, in any such event, the number and/or kind of shares
which may be offered in the Offerings
10
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.
(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
11
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 February 1, 2003,
regardless of whether or not the Plan receives 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 (because such approval is being sought solely in
order for the Plan to meet the requirements of Section 423 of the Code).
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.
Schedule 11.04(b) to
Euronet Worldwide Inc. Employee Stock Purchase Plan
---------------------------------------------------
Eligible Subsidiary Companies
Adopting Sub-Plans:
1. EFT Services olding B.V., incorporated in the Netherlands
2. Euronet Banktechnikai Szolgaltato Kft. ("Bank Tech"), incorporated in
Hungary
3. Euronet Adminisztracios Szolgaltato Kft. ("Administrative Services"),
incorporated in Hungary
4. Bankomat 24/Euronet Sp. z o.o. ("Bankomat"), incorporated in Poland
5. EFT-Usluge d o., incorporated in Croatia
6. Euronet Services GmbH, incorporated in Germany
7. Euronet Services SRL, incorporate in Romania
8. Euronet Eft Services Hellas, incorporated in Greece
9. Euronet Services (UK) Limited, incorporated in the United Kingdom
10. Euronet Sigma Nusantara, incorporated in Indonesia
11. CashNet Telecommunications, Egypt SAE ("CashNet")
Exhibit 5
Law Offices of
Paul Hastings Janofsky & Walker LLP
1299 Pennsylvania Avenue, NW
Washington DC 20004
Telephone (202) 508-9500
Facsimile (202) 508-9700
January 20, 2003
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 500,000 shares of common
stock (the "Common Stock") of the Company which may be issued pursuant to the
Company's 2003 Employee Stock Purchase 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 incorporated herein by reference in this Registration Statement on Form S-8
of Euronet Worldwide, Inc.
KPMG Polska Sp. z o.o.
Warsaw, Poland
January 23, 2003