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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