As filed with the Securities and Exchange Commission on December 19, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
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 incorporation) | (I.R.S. Employer Identification No.) |
4601 College Boulevard, Suite 300
Leawood, Kansas 66211
(913) 327-4200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
CT Corporation System
Corporation Trust Center
1209 Orange Street
City of Wilmington, County of New Castle
Delaware 19801
(302) 658-7581
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Jeffrey B. Newman Executive Vice President and General Counsel Euronet Worldwide, Inc. 120 avenue Charles de Gaulle 92200 Neuilly-sur-Seine France |
Gerald P. McCartin Hunton & Williams LLP 1751 Pinnacle Drive Suite 1700, Tysons Corner McLean, Virginia 22102 (703) 714-7400 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-105478
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
CALCULATION OF REGISTRATION FEE
| Title of Shares to be Registered |
Amount to be Registered(1) |
Proposed Maximum Aggregate Price Per Unit(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee(2) | ||||
| Common Stock, par value $0.02 per share(3) |
70,396 | $17.70 | $1,246,010.00 | $101.00 | ||||
| (1) | This registration statement registers 70,396 shares of common stock issuable upon the redemption of certain convertible notes previously issued by the registrant. Pursuant to Rule 416 of the Securities Act of 1933, this registration statement also registers such additional shares of common stock as may become issuable to prevent dilution as a result of stock splits, stock dividends or similar transactions. |
| (2) | Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, based on the average of the high and low prices for the common stock on the Nasdaq National Market on December 15, 2003. |
| (3) | Includes associated stock purchase rights. Prior to the occurrence of certain events, the stock purchase rights will not be evidenced separately from the common stock. |
EXPLANATORY STATEMENT
This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and includes the Registration Statement facing page, this page, the signature page, an exhibit index, a legal opinion and related consent, and accountants’ consents. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-3 (File No. 333-105478) of Euronet Worldwide, Inc., including the exhibits thereto, are hereby incorporated herein by reference. Pursuant to Rule 462(b) under the Securities Act, this Registration Statement is to be effective upon filing.
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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-3 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 December 18, 2003.
| EURONET WORLDWIDE, INC. | ||
| By: | /s/ MICHAEL J. BROWN | |
| Name: Michael J. Brown | ||
| Title: Chairman of the Board of Directors and | ||
| Chief Executive Officer | ||
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated. Each of the undersigned officers and directors of the registrant hereby constitutes and appoints Michael J. Brown and Daniel R. Henry, jointly and severally, his true and lawful attorney-in-fact with full power to sign for him and in his name in the capacity indicated below and to file any and all amendments to the registration statement filed herewith, making such changes in the registration statement as the registrant deems appropriate, and generally to do all such things in his name and behalf in his capacity as an officer and director to enable the registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission.
| Signature |
Title |
Date | ||
| /s/ MICHAEL J. BROWN Michael J. Brown |
Chairman of the Board of Directors, Chief Executive Officer and Director (principal executive officer) |
December 18, 2003 | ||
| /s/ DANIEL R. HENRY Daniel R. Henry |
Chief Operating Officer, President and Director |
December 18, 2003 | ||
| /s/ ERIBERTO R. SCOCIMARA Eriberto R. Scocimara |
Director |
December 18, 2003 | ||
| /s/ THOMAS A. MCDONNELL Thomas A. McDonnell |
Director |
December 18, 2003 | ||
| /s/ M. JEANNINE STRANDJORD M. Jeannine Strandjord |
Director |
December 18, 2003 | ||
| /s/ ANDZREJ OLECHOWSKI Andzrej Olechowski |
Director |
December 18, 2003 | ||
| /s/ PAUL ALTHASEN Paul Althasen |
Director |
December 18, 2003 | ||
| /s/ ANDREW B. SCHMITT Andrew B. Schmitt |
Director |
December 18, 2003 | ||
| /s/ RICK L. WELLER Rick L. Weller |
Executive Vice President and Chief Financial Officer (principal financial and accounting officer) |
December 18, 2003 | ||
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EXHIBIT INDEX
| EXHIBIT NUMBER |
DESCRIPTION | |
| 5 | Opinion of Hunton & Williams LLP | |
| 23.1 | Consent of KPMG Polska Sp. z o.o | |
| 23.2 | Consent of PricewaterhouseCoopers LLP | |
| 23.3 | Consent of Hunton & Williams LLP (included in Exhibit 5) | |
| 24 | Power of Attorney (included on signature page) | |
5
Exhibit 5
[HUNTON & WILLIAMS LLP LETTERHEAD]
December 19, 2003
Board of Directors
Euronet Worldwide, Inc.
4601 College Boulevard
Suite 300
Leawood, Kansas 66211
Ladies and Gentlemen:
We have acted as counsel to Euronet Worldwide, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 70,396 of its shares of common stock, par value $.02 per share, and associated rights to purchase Series A Junior Preferred Stock (the “Common Stock”), as set forth in the Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) by the Company on the date hereof pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Act”).
In connection therewith, we have relied upon, among other things, our examination of such documents, records of the Company and certificates of its officers and public officials as we have deemed necessary for purposes of the opinions expressed below. We express no opinion as to matters under or involving the laws of any jurisdiction other than the corporate law of the State of Delaware.
For purposes of the opinion expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals and (iii) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of documents by the Company).
Based upon the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.
2. The Common Stock has been duly authorized and, when issued as described in the Registration Statement, will be validly issued, fully paid and nonassessable.
Board of Directors
December 19, 2003
Page 2
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act and the rules and regulations of the Commission promulgated thereunder.
We do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.
Very truly yours,
/s/ Hunton & Williams LLP
Exhibit 23.1
INDEPENDENT AUDITORS’ CONSENT
Board of Directors
Euronet Worldwide, Inc.
We consent to the use of our report dated February 7, 2003, except Note 29 which is dated February 19, 2003, with respect to the consolidated balance sheets of Euronet Worldwide, Inc. as of December 31, 2002 and 2001, and the related consolidated statements of operations and comprehensive (loss)/income, changes in stockholders’ equity/(deficit), and cash flows for each of the years in the three-year period ended December 31, 2002, incorporated by reference in this registration statement on Form S-3 of Euronet Worldwide, Inc. used to register 70,396 common shares, par value $.02 per share.
KPMG Polska Sp. z o.o.
/s/ KPMG Polska Sp. z o.o.
Warsaw, Poland
December 19, 2003
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Euronet Worldwide, Inc. of our report dated April 28, 2003 relating to the financial statements of e-pay Limited, which appears in the Current Report on Form 8-K/A of Euronet Worldwide, Inc. filed on May 2, 2003.
/s/ Pricewaterhouse Coopers LLP
PricewaterhouseCoopers LLP
London
December 18, 2003