SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Euronet Worldwide, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware |
74-2806888 | |
| (State of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 4601 College Boulevard, Suite 300 Leawood, Kansas (Address of Registrant’s Principal Executive Offices) |
66211 (Zip Code) |
| If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [x] |
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [ ] |
Securities Act registration statement file number to which this form relates: None
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be registered: |
Name of each exchange on which each class is to be registered: | |
| Preferred Stock Purchase Rights |
The Nasdaq National Market |
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant’s Securities to be Registered.
On March 20, 2003, the Board of Directors (the “Board”) of Euronet Worldwide, Inc. (“Euronet”) approved a Rights Agreement (as amended from time to time, the “Rights Agreement”) between Euronet and EquiServe Trust Company, N.A. (the “Rights Agent”), as Rights Agent. In connection with its approval of the Rights Agreement, the Board also declared a dividend of one “Right” for each outstanding share of Euronet’s Common Stock, par value $.02 per share (the “Common Stock”), payable on April 4, 2003 to stockholders of record at the close of business on March 27, 2003.
Each Right generally the entitles the holder to purchase one one-thousandth (1/1,000) of a share (a “Unit”) of Euronet’s newly created Series A Junior Preferred Stock at a price of $57.00 per Unit upon certain events. Generally, in the event a person or entity acquires, or initiates a tender offer to acquire, at least 15% of Euronet’s then outstanding Common Stock, the Rights will become exercisable for Common Stock having a value equal to two times the exercise price of the Right, or effectively at one-half of Euronet’s then-current stock price. The Rights are redeemable under certain circumstances at $0.01 per Right and will expire, unless earlier redeemed, on April 3, 2013.
The Rights will not prevent a takeover of Euronet. However, the Rights may cause substantial dilution to a person or group that acquires 15% or more of the Common Stock, unless the Rights are first redeemed by the Board or an exchange occurs (as described below). Nevertheless, the Rights should not interfere with a transaction that is in the best interests of Euronet and its stockholders because the Rights can be redeemed, or an exchange can be effected, before the consummation of such transaction.
The complete description and terms of the Rights are set forth in the Rights Agreement, which was filed as an Exhibit to a Current Report on Form 8-K filed by Euronet with the Securities and Exchange Commission and which is incorporated herein by reference.
Description of Rights; Purchase Price
Each Right entitles the registered holder to purchase from Euronet, under certain circumstances, one Unit, which consists of one one-thousandth (1/1,000) of a share of Euronet’s Series A Junior Preferred Stock, par value $.02 per share (the “Preferred Stock”), at a Purchase Price of $57.00 per Unit. The Purchase Price is subject to appropriate adjustment for stock splits and other similar events.
Voting. Each Unit shall entitle the holder thereof to one vote on all matters submitted to a vote of Euronet’s stockholders, voting together with holders of Common Stock as one class on all such matters. Holders of Units shall not have the right to cumulate their votes in the election of Euronet’s directors, and will have the same voting rights and limitations applicable to holders of Common Stock as set forth in Euronet’s Certificate of Incorporation, as amended.
Dividends. Each Unit shall entitle the holder thereof to receive dividends, when, as and if declared by the Board out of funds legally available therefor and only after payment of, or provision for, full dividends on all outstanding shares of any senior series of preferred stock and
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after Euronet has made provision for any required sinking or purchase funds for any series of preferred stock, on a pari passu basis with dividend rights of the Common Stock.
Liquidation. In the event of Euronet’s voluntary or involuntary liquidation, dissolution or winding up, holders of Units shall be entitled to share equally and ratably in all of the assets remaining, if any, after satisfaction of (i) all of Euronet’s debts and liabilities, and (ii) the preferential rights of any senior series of preferred stock, but before any such liquidation distributions are paid in respect of Common Stock.
Mergers. In the event of any merger, consolidation or other transaction in which Common Stock is changed or exchanged, holders of Units will be entitled to receive the same consideration received per share of Common Stock. These rights are protected by customary antidilution provisions (see Adjustments below). Although the Rights are redeemable, Units of Preferred Stock purchasable upon exercise of the Rights will not be redeemable.
Because a Unit is equal to one one-thousandth (1/1,000) of a share of Preferred Stock, a holder of one full share of Preferred Stock generally would be entitled to dividend, liquidation and voting rights equal to one thousand (1,000) times the dividend, liquidation and voting rights of one share of Common Stock. Because of the nature of the Units’ dividend, liquidation and voting rights, the value of one one-thousandth (1/1,000) of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock.
Exercisability of Rights; Expiration Date
The Rights are not exercisable until the occurrence of certain triggering events, referred to as Distribution Dates (as defined below), and will expire at the close of business on April 3, 2013 (the “Final Expiration Date”), unless the Rights are earlier redeemed or exchanged by Euronet, all as described below.
Triggering Events; Distribution Date
The Rights will be exercisable only upon the earlier of: (i) 10 business days following a public announcement (the “Stock Acquisition Date”) that a person or group of affiliated or associated persons (an “Acquiring Person”) had acquired, or obtained the right to acquire, beneficial ownership of 15% or more of Euronet’s outstanding Common Stock, and (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in an Acquiring Person beneficially owning 15% or more of such outstanding shares of Common Stock (each, a “Flip-In Triggering Event”).
Flip-In Rights
In the event of a Flip-In Triggering Event, each Right will automatically convert into a Right to buy Common Stock rather than Preferred Stock. As such, each holder of a Right will thereafter have the right to purchase Euronet’s Common Stock (or, in certain circumstances, cash, property or other securities of Euronet) having a value equal to two times the exercise price of the Right, or in other words, effectively at one-half of Euronet’s then-current stock price. However, any Rights associated with Common Stock acquired by an Acquiring Person will be
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void, and such Acquiring Person will not be able to exercise the Rights to purchase additional Common Stock. Rights are not exercisable following the occurrence of a Flip-In Triggering Event until such time as the Rights are no longer redeemable by Euronet, as described below.
The following is an example of how exercise of the Rights would work, assuming an exercise price of $30 per Right and a then-current market price for Euronet’s Common Stock of $10.
Example: At an exercise price of $30 per Right, each Right (excluding those owned by an Acquiring Person) would be multiplied by the number of Units of Preferred Stock into which the Right was exercisable — 1. That number ($30 × 1 = $30) is then divided by 50% of the then-current market price of Euronet’s stock (50% of $10 = $5) — thus, $30 divided by 5 equals 6, which is the number of shares of Euronet Common Stock received for each Right. Thus, for each $30 purchase price, each holder would receive 6 shares of Euronet Common Stock, which would have an aggregate value of $60—twice the $30 purchase price.
Flip-Over
In the event that, at any time following the Flip-In Triggering Event: (i) Euronet is acquired in a merger or other business combination transaction, or (ii) more than 50% of Euronet’s assets or earning power is sold or transferred, each holder of a Right (except voided Rights held by the Acquiring Person) shall have the right to purchase common stock of the Acquiring Person having a value equal to two times the exercise price of the Right. The formula for a Flip-Over purchase is the same as used for a Flip-In Triggering Event, only utilizing the market price of the Acquiring Person’s stock.
Transfer and Detachment of Rights
Initially, the Rights will be attached to all Common Stock certificates representing Common Stock then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock upon a “Distribution Date”, which generally is the 10th day after a triggering event. Until the Distribution Date: (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after March 11, 2003 will contain a legend and notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Except as otherwise determined by the Board, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights.
As soon as practicable after a Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate must make such request in writing to the Rights Agent, and shall surrender the Rights Certificate to be transferred, split up, combined or exchanged at the principal office or offices of the Rights Agent. Neither the Rights Agent nor Euronet shall be obligated to take any action whatsoever regarding the transfer
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of any such surrendered Rights Certificate until the registered holder has completed and signed the certificate contained in the form of assignment (on the reverse side of the Rights Certificate) and has provided such additional information about the identity of the parties involved, as Euronet may reasonably request. Thereupon the Rights Agent shall, subject to certain restrictions contained in the Rights Agreement regarding certain entities acquiring 15% or more of Euronet’s Common Stock, countersign and deliver to the person entitled a Rights Certificate or Rights Certificates, as the case may be, as so requested. Euronet may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates.
Adjustments
The Purchase Price payable, and the number of Units or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock, or shares having the same rights, preferences and privileges as the Preferred Stock, or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).
The number of outstanding Rights, and the number of Units or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time in the event that Euronet (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, or (iii) combines the outstanding shares of Common Stock into a smaller number of shares.
With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise.
Redemption
In general, at any time prior to the earlier of (i) the close of business on the 10th business day following a Stock Acquisition Date, or (ii) the Final Expiration Date, Euronet may redeem the Rights in whole, but not in part, at a price of $.01 per Right. Immediately upon the action of the Board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.
Exchange
In general, at any time after a Person becomes an Acquiring Person, and prior to the acquisition by such person or group of 50% or more of the outstanding Common Stock, the Board may exchange all or part of the then outstanding Rights (other than Rights owned by such person or group which have become void) for Common Stock at an exchange ratio of one share
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of Common Stock per Right (or in certain circumstances preferred stock), subject to applicable adjustments.
Rights of Holders
Until a Right is exercised, the holder thereof will have no rights as a stockholder of Euronet relating to the Rights, including, without limitation, the right to vote, receive dividends or any distributions upon liquidation.
Tax Consequences
While the distribution of the Rights will not be taxable to stockholders or to Euronet, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights became exercisable for Common Stock (or other consideration) of Euronet or for common stock of the acquiring company as set forth above.
Amendments
The Rights Agreement may be amended by the Board prior to the Distribution Date. After the Distribution Date, the Rights Agreement may be amended by the Board in order to cure any ambiguity, to correct or supplement any defective or inconsistent provisions, to make any necessary or desirable changes that do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable and any amendment to lengthen any other time period must be for the purpose of protecting, enhancing or clarifying the rights of or benefits to the holders of Rights.
Item 2. Exhibits.
The following exhibits are filed as a part hereof:
| 1. | Rights Agreement, dated as of March 21, 2003, between Euronet and EquiServe Trust Company, N.A., as Rights Agent. |
| 2. | Form of Rights Certificate, included as Exhibit B to the Rights Agreement. |
| 3. | Certificate of Incorporation of Euronet. |
| 4. | Bylaws of Euronet. |
| 5. | Amendment No. 1 to Bylaws of Euronet. |
| 6. | Amendment No. 2 to Bylaws of Euronet. |
| 7. | Certificate of Designations, Preferences and Rights of Series A Junior Preferred Stock. |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| EURONET WORLDWIDE, INC. | ||
| By: |
/s/ JEFFREY B. NEWMAN | |
| Name: |
Jeffrey B. Newman | |
| Title: |
Executive Vice President & General Counsel | |
Dated: March 21, 2003
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1 |
Rights Agreement, dated as of March 21, 2003, between Euronet and EquiServe Trust Company, N.A., as Rights Agent (incorporated herein by reference to Exhibit 4.1 to Euronet’s Current Report on Form 8-K filed on March 24, 2003) | |
| 2 |
Form of Rights Certificate (included as Exhibit B to the Rights Agreement) | |
| 3 |
Certificate of Incorporation of Euronet (incorporated herein by reference to Exhibit 3.1 to Euronet’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001) | |
| 4 |
Bylaws of Euronet (incorporated herein by reference to Exhibit 3.2 to Euronet’s Registration Statement on Form S-1 filed on December 18, 1996 (Registration No. 333-18121)) | |
| 5 |
Amendment No. 1 to Bylaws of Euronet (incorporated herein by reference to Exhibit 3(ii) to Euronet’s Quarterly Report on Form 10-Q for the fiscal period ended March 31, 1997) | |
| 6 |
Amendment No. 2 to Bylaws of Euronet (incorporated herein by reference to Exhibit 3.1 to Euronet’s Current Report on Form 8-K filed on March 24, 2003) | |
| 7 |
Certificate of Designations, Preferences and Rights of Series A Junior Preferred Stock (filed herewith) |
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Exhibit 7
CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS OF SERIES A JUNIOR PREFERRED STOCK
EURONET WORLDWIDE, INC.
Pursuant to Section 151 of the General Corporation Law of the State of Delaware
The undersigned, the Executive Vice President & General Counsel of Euronet Worldwide, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by the Corporation’s Certificate of Incorporation, as amended, (the “Certificate of Incorporation”), the Board of Directors on March 20, 2003, adopted the following resolution creating a series of preferred stock designated as Series A Junior Preferred Stock, which shall be issued only in connection with the Corporation’s Rights Agreement between the Corporation and EquiServe Trust Company, N.A., dated as of March 21, 2003, as may hereafter be amended from time to time (the “Rights Agreement”):
RESOLVED, that pursuant to the authority vested in the Board in accordance with the provisions of the Certificate of Incorporation, the Board hereby authorizes and establishes a new series of the Company’s capital stock, Series A Junior Preferred Stock, with a par value of $0.02 per share, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as set forth in the Certificate of Designations, Preferences and Rights, which preferred stock shall be established and issued out of the Company’s authorized but unissued and available preferred stock as set forth in the Certificate of Incorporation;
The designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:
Section 1. Designation and Amount. The shares of such series of the Corporation’s preferred stock shall be designated as “Series A Junior Preferred Stock” (the “Junior Preferred Stock”), having a par value per share equal to $.02, and the number of shares constituting such series of Junior Preferred Stock shall be 300,000 shares, which amount of shares shall be reserved and issued only in connection with the Rights Agreement. Such number may be increased or decreased by the Board of Directors.
Section 2. Dividends and Distributions. The shares of Junior Preferred Stock are entitled to an equal and ratable right to receive dividends, when, as and if, declared by the Board of Directors out of funds legally available therefor and only after payment of, or provision for,
full dividends on all outstanding shares of any senior series of preferred stock and after the Corporation has made provision for any required sinking or purchase funds for any series of preferred stock, on a pari passu basis with dividend rights of the Corporation’s common stock, $.02 par value (the “Common Stock”), provided, that for purposes of dividend distributions hereunder, each one one-thousandth (1/1,000) of a share of Junior Preferred Stock shall be the equivalent of one share of Common Stock.
Section 3. Voting Rights. Subject to the provision for adjustment hereinafter set forth, each one one-thousandth (1/1,000) of a share of Junior Preferred Stock shall entitle the holder thereof to one (1) vote on all matters submitted to a vote of the stockholders of the Corporation, voting together with holders of shares of Common Stock as one class on all such matters. Holders of shares of Junior Preferred Stock shall not have the right to cumulate their votes in the election of the Corporation’s directors, and will have the voting rights and limitations applicable to holders of shares of Common Stock as set forth in the Certificate of Incorporation.
Section 4. Reacquired Shares. Any shares of Junior Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of preferred stock and may be reissued as part of a new series of preferred stock to be created by resolution or resolutions of the Board of Directors, as set forth in the Certificate of Incorporation, subject to the conditions and restrictions on issuance set forth herein.
Section 5. Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “Liquidation Event”), the Junior Preferred Stock shall be entitled to share equally and ratably in all of the assets remaining, if any, after satisfaction of (i) all debts and liabilities of the Corporation, and (ii) the preferential rights of any series of preferred stock then outstanding, and before any such Liquidation Event distributions in respect of Common Stock, provided, that for purposes of Liquidation Event distributions hereunder, each one one-thousandth (1/1,000) of a share of Junior Preferred Stock shall be the equivalent of one (1) share of Common Stock.
Section 6. Consolidation, Merger. A consolidation, share exchange, combination or merger of the Corporation with or into any other entity or entities, or a sale, conveyance or disposition of all or substantially all of the assets of the Corporation, or the effectuation by the Corporation of a transaction or series of related transactions in which more than 50 percent (50%) of the outstanding voting power of the Corporation is transferred to one or more entities not previously affiliated with the Corporation (each a “Business Combination”), shall entitle the holder of each share of Junior Preferred Stock to receive the shares of stock, securities, cash, assets (or any combination thereof) or other consideration as may be issued or payable to the holders of each share of Common Stock pursuant to the terms of any Business Combination on an equal and ratable basis with the Common Stock, provided, that for purposes of this Section 6, each one one-thousandth (1/1,000) of a share of Junior Preferred Stock shall be the equivalent of one (1) share of Common Stock.
Section 7. Rank. Unless provided otherwise in documents creating a series of preferred stock of the Corporation after the date hereof, the Junior Preferred Stock shall rank junior to any other series of the Corporation’s preferred stock hereafter created that include rights preferential to the terms of the Junior Preferred Stock as set forth herein, and except with respect to distribution of the Corporation’s assets upon a Liquidation Event as set forth in Section 5 hereof, the Junior Preferred Stock shall otherwise rank pari passu with the Common Stock in all respects including dividend rights and voting rights. Nothing herein shall preclude the Board of Directors from creating or authorizing any class or Series of preferred stock ranking on parity with, senior to or junior to the Junior Preferred Stock as to payment of dividends, distribution of assets or otherwise.
Section 8. No Redemption Rights. The Junior Preferred Stock shall not be subject to redemption or similar repurchase rights, either in favor of the Corporation or holders of shares of the Junior Preferred Stock.
Section 9. No Conversion Rights. The Junior Preferred Stock shall not be subject to conversion into other securities of the Corporation or any other conversion rights, either by the Corporation or holders of shares of the Junior Preferred Stock.
Section 10. No Preemptive Rights. The Junior Preferred Stock shall not be subject to any preemptive rights.
Section 11. Fractional Shares. Junior Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holders’ fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Junior Preferred Stock.
Section 12. Adjustment; Subdivision; Combination. In the event that the Corporation shall at any time after the Record Date effect a subdivision or combination or consolidation of the outstanding shares of Junior Preferred Stock (by stock split, reclassification or otherwise) into a greater or lesser number of shares of Junior Preferred Stock, then and in each such event, the aggregate amount to which the holder of each share of Junior Preferred Stock was entitled immediately prior to such event shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Junior Preferred Stock outstanding immediately after such event, and the denominator of which is the number of shares of Junior Preferred Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time after the Record Date (i) declare any dividend on Common Stock payable in shares of Common Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by stock split, reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the rights to which each one thousandth (1/1,000) of a share of Junior Preferred Stock was entitled prior to such event in Sections 2, 3, 5 and 6 hereof shall be adjusted as applicable by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
[Signature Page Follows]
IN WITNESS WHEREOF, this Certificate of Designations, Preferences and Rights of Series A Junior Preferred Stock has been executed on behalf of Euronet Worldwide, Inc. as of the 20th day of March, 2003.
| EURONET WORLDWIDE, INC. | ||
| By: |
/s/ JEFFREY B. NEWMAN | |
| Name: |
Jeffrey B. Newman | |
| Title: |
Executive Vice President & General Counsel | |