As filed with the Securities and Exchange Commission on August 10, 2006
Registration No. 333-___________
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UNITED STATES 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 4601 College Boulevard, 74-2806888
(State or other Suite 300 (I.R.S. Employer
jurisdiction of Leawood, Kansas 66211 Identification No.)
incorporation or (Address of Principal
organization) Executive Offices)
Euronet Worldwide, Inc. 2006 Stock Incentive Plan
(Full title of the plan)
Daniel R. Henry
Chief Operating Officer and President
Euronet Worldwide, Inc.
4601 College Boulevard, Suite 300
Leawood, Kansas 66211
(913) 327-4200
(Name, address and telephone number of agent for service)
Copies to:
Jeffrey B. Newman John A. Granda, Esq.
Executive Vice President, Stinson Morrison Hecker LLP
General Counsel & Secretary 1201 Walnut
Euronet Worldwide, Inc. Kansas City, Missouri 64106
1 Devonshire Street (816) 842-8600
London W1W5NU
United Kingdom
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price aggregate registration fee
(2) offering price
(2)
Common Stock, $0.02 4,000,000 $24.73 $98,920,000.00 $10,584.44
Par value per share
Preferred Share 4,000,000 (4) (4) (4)
Purchase Rights (3)
(1) Pursuant to Rule 416(a), this amount also covers additional securities that
may be offered as a result of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h)(1) under the Securities Act of 1933, as
amended (the "Securities Act"), based on the average of the high and low prices
of the Common Stock as quoted on the Nasdaq National Market on August 9, 2006.
(3) Each share of Common Stock to be registered includes one associated
preferred share purchase right issued pursuant to a Rights Agreement dated March
21, 2003, between the registrant and EquiServe Trust Company, N.A., as amended.
(4) No separate consideration is payable for the preferred share purchase
rights. Therefore, the registration fee for such securities is included in the
registration fee for the Common Stock.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Euronet Worldwide,
Inc. (the "Registrant"), relating to 4,000,000 shares of the Registrant's Common
Stock, par value $0.02 per share (the "Common Stock"), which may be issued
pursuant to awards under the Euronet Worldwide, Inc. 2006 Stock Incentive Plan
(the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information *
Item 2. Registrant Information and Employee Plan Annual Information *
* The documents containing the information specified in Part I of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1).
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 424 under the Securities Act, and the Note to Part I
of Form S-8.
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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 herein by
reference and made a part hereof:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, including portions of the Registrant's Annual Proxy
Statement filed April 10, 2006 that are incorporated by reference
therein;
2. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year ended December 31,
2005;
3. The description of the Registrant's Common Stock contained in the
registration statement on Form 8-A/A, filed on November 24, 2004 with
the Commission pursuant to Section 12 of the Exchange Act, including
any subsequent amendment or report filed for the purpose of updating
such description; and
4. The description of the Registrant's preferred stock purchase rights
contained in the registration statement on Form 8-A/A, filed on
November 24, 2004 with the Commission pursuant to Section 12 of the
Exchange Act, including any subsequent amendment or report filed for
the purpose of updating such description.
Additionally, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment, which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing 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 contained 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 modified or superseded, to constitute a part of this
Registration Statement.
The following information contained in documents described above is not
incorporated herein by reference, except to the extent any such document
specifically provides for such incorporation: (i) information furnished under
and exhibits relating to Items 7.01 and 2.02 of our Current Reports on Form 8-K,
and (ii) any other information in documents described above which is not deemed
to be filed with the Commission under Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section
(except the information in Part I of our Quarterly Reports on Form 10-Q).
Item 4. Description of Securities.
Not applicable. The Company's Common Stock to be offered pursuant to this
Registration Statement has been registered under Section 12 of the Exchange Act.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware, as
amended (the "DGCL"), 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 DGCL 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 DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.
Article NINTH of the Registrant's Certificate of Incorporation, as
amended, provides for the elimination of personal liability of a director for
breach of fiduciary duty as permitted by Section 102(b)(7) of the DGCL.
Article EIGHTH of the Registrant's Certificate of Incorporation, as
amended, and Article VII of the Registrant's By-laws, as amended, provide that
the Registrant shall indemnify directors and officers to the fullest extent
permitted by the DGCL.
The Registrant also maintains insurance for the benefit of its directors
and officers to insure these persons against certain liabilities, including
liabilities under the securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index hereto, which is incorporated herein by reference.
Item 9. Undertakings.
(a) 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;
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(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. 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) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-8, and the information required to
be included in the post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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.
(b) The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of any employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 this [ ] day of August,
2006.
EURONET WORLDWIDE, INC.
By: /s/ Michael J. Brown
---------------------------
Michael J. Brown
Chairman of the Board of
Directors,
Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael J. Brown and Daniel R. Henry, and
each of them, the undersigned's true and lawful attorneys-in-fact and agents
with full power of substitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-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 in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Michael J. Brown Chairman of the Board of
----------------------- Directors, Chief Executive Officer
Michael J. Brown and Director (Principal Executive
Officer)
/s/ Daniel R. Henry Chief Operating Officer,
----------------------- President and Director
Daniel R. Henry
/s/ Rick L. Weller Chief Financial Officer and
----------------------- Chief Accounting Officer
Rick L. Weller (Principal Financial and
Accounting Officer)
/s/ Thomas A. McDonnell Director
-----------------------
Thomas A. McDonnell
/s/ Andzrej Olechowski Director
-----------------------
Andzrej Olechowski
/s/ Andrew B. Schmitt Director
-----------------------
Andrew B. Schmitt
EXHIBIT INDEX
The following Exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement.
Exhibit Number Description
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4.1 Certificate of Amendment to Certificate of Incorporation of
Euronet Worldwide, Inc. dated June 29, 2006
4.2 Certificate of Incorporation of Euronet Worldwide, Inc., as
amended
4.3 By-laws of Euronet Worldwide, Inc. (filed as Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1 filed on
December 18, 1996 (Registration No. 333-18121), and
incorporated by reference herein)
4.4 Amendment No. 1 to Bylaws of Euronet Worldwide, Inc. (filed
as Exhibit 3(ii) to the Company's Quarterly Report on Form
10-Q for the fiscal period ended March 31, 1997, and
incorporated by reference herein)
4.5 Amendment No. 2 to Bylaws of Euronet Worldwide, Inc. (filed
as Exhibit 3.1 to the Company's Current Report on Form 8-K
filed on March 24, 2003, and incorporated by reference
herein)
4.6 Rights Agreement, dated as of March 21, 2003, between
Euronet Worldwide, Inc. and EquiServe Trust Company, N.A.
(filed as Exhibit 4.1 to the Company's current report on
Form 8-K filed on March 24, 2003, and incorporated by
reference herein)
4.7 First Amendment to Rights Agreement, dated as of November
28, 2003, between Euronet Worldwide, Inc. and EquiServe
Trust Company, N.A. (filed as Exhibit 4.1 to the Company's
current report on Form 8-K filed on December 4, 2003, and
incorporated by reference herein)
4.8 Euronet Worldwide, Inc. 2006 Stock Incentive Plan (filed as
Appendix 1 to the Registrant's Definitive Proxy Statement
filed on April 10, 2006, and incorporated by reference
herein)
5.1 Opinion of Stinson Morrison Hecker LLP
23.1 Consent of KPMG LLP
23.2 Consent of Stinson Morrison Hecker LLP (included in Exhibit
5.1)
24.1 Power of Attorney (included in signature page hereto)