Edgar Filing: EURONET WORLDWIDE INC

As filed with the Securities and Exchange Commission on March 8, 2002
Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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 (I.R.S. Employer
incorporation or organization) Identification Number)

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
1633 Broadway
New York, New York 10019
(212) 664-7666
(Name, address, including zip code, and telephone number, including area
code, of agent for service)

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Copies to:
James M. Bartos
Shearman & Sterling
Broadgate West
9 Appold Street
London EC2A 2AP
United Kingdom
011 44 20 7655-5000

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

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 (the "Securities Act"), please 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, 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. [ ]

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CALCULATION OF REGISTRATION FEE

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Proposed
Maximum Proposed Maximum
Title of Each Class Amount to be Offering Price Aggregate Amount of
of Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
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Common Stock, par value $.02
per share........... 625,000 shares $18.85 $11,781,250 $1,083.88
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933
based on the closing price for Common Stock on March 6, 2002.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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The information in this prospectus is not complete and may be changed.

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SUBJECT TO COMPLETION, DATED MARCH 8, 2002

[LOGO]

625,000 Shares

EURONET WORLDWIDE, INC.

Common Stock

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All of the shares of Common Stock offered by this Prospectus are being sold
by selling stockholders. Euronet Worldwide, Inc. ("Euronet", "we" or "us")
(formerly Euronet Services Inc.) will not receive any of the proceeds from the
sale of these shares. We originally issued all of the shares offered by this
prospectus pursuant to Stock Purchase Agreements among us and the selling
stockholders identified below dated between February 1 and February 5, 2002 (the
"Stock Purchase Agreements"), and we are registering the shares pursuant to the
Stock Purchase Agreements.

The selling stockholders may sell all or a portion of the shares from time
to time on the Nasdaq Small Cap Market and at prices which will be determined by
the prevailing market price for the shares. Our shares are listed for trading on
the Nasdaq Small Cap Market under the symbol "EEFT". We recently applied to have
our shares listed on the Nasdaq National Market. As of March 8, 2002, this
application is still pending. On March 6, 2002, the last reported sales price of
our Common Stock on the Nasdaq Small Cap Market was $18.85.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" STARTING
ON PAGE 1.

Neither the Securities and Exchange Commission (the "SEC") nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

The date of this Prospectus is March , 2002.

The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

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TABLE OF CONTENTS

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Page
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PROSPECTUS SUMMARY........................................................ 1

RISK FACTORS.............................................................. 1

USE OF PROCEEDS........................................................... 8

SELLING STOCKHOLDERS...................................................... 8

PLAN OF DISTRIBUTION...................................................... 9

LEGAL MATTERS............................................................. 10

EXPERTS .................................................................. 10

WHERE YOU CAN FIND ADDITIONAL INFORMATION................................. 10

INCORPORATION BY REFERENCE................................................ 10

FORWARD-LOOKING STATEMENTS................................................ 11

You should rely only on information contained in this document or to which
we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.

PROSPECTUS SUMMARY

We are a leading provider of secure electronic financial transaction
solutions. We provide financial payment middleware, financial network gateways,
outsourcing, and consulting services to financial institutions, retailers and
mobile operators. We operate an independent automated teller machine ("ATM")
network of 2,999 ATMs in Europe (and until January 2002 in the United States),
and through our software subsidiary, Euronet USA, Inc. ("Euronet USA"), we offer
a suite of integrated software solutions for electronic payment and transaction
delivery systems. We offer comprehensive electronic payment solutions consisting
of ATM network participation, outsourced ATM management solutions and software
solutions. Our principal customers are banks and other companies such as mobile
phone operators that require electronic financial transaction processing
services. With nine offices in Europe and two in the United States, we offer our
solutions in more than 60 countries around the world.

The first company in the Euronet group was established in 1994 as a
Hungarian limited liability company. We began operations in 1995, setting up a
small processing center and installing our first ATMs in Budapest, Hungary. We
commenced operations in Poland and Germany in 1995 and 1996, respectively. The
Euronet group was reorganized on March 6, 1997 in connection with its initial
public offering, and at that time the operating entities of the Euronet group
became wholly owned subsidiaries of Euronet Services Inc., a Delaware
corporation.

Until December 1998, we devoted substantially all of our resources to
establishing and expanding an ATM network and outsourced ATM management services
business in Central Europe (including Hungary, Poland, the Czech Republic, and
Croatia) and Germany. On December 2, 1998, we acquired Euronet USA (formerly
Arkansas Systems, Inc.), a U.S. company that produces electronic payments
systems software for retail banks and is the leading electronic payment software
system for the IBM A/S 400 platform. As a result of this acquisition, we were
able to offer a broader and more complete line of services and solutions to the
retail banking market, including software solutions related not only to ATMs,
but also to point-of-sale ("POS"), credit and debit card operations and internet
and PC banking. We have invested in software research, development and delivery
capabilities and have integrated our ATM business and software business. These
two complementary businesses present strong cross selling opportunities within
our combined customer base and new opportunities to leverage the core
infrastructure and software to provide innovative value-added e-commerce
products and services.

Since 1999 we have expanded our presence to Western Europe and in
particular the United Kingdom. As of December 31, 2001, we operated 567 ATMs in
the United Kingdom.

We changed our name from Euronet Services Inc. to Euronet Worldwide, Inc.
in August 2001.

We currently operate in two principal business segments. The first is the
Processing Services Segment, which comprises our proprietary ATM network,
outsourced management of ATMs for banks and various new processing services that
we provide for banks and mobile phone companies through our ATM network and
managed ATMs, such as mobile phone recharge services. Our second principal
segment is the Software Solutions Segment, which provides transaction processing
software solutions to banks that permit them to operate ATMs and POS terminals
and process financial transactions from those devices and the internet.

RISK FACTORS

An investment in the shares of Common Stock involves a high degree of risk.
Accordingly, prospective purchasers should consider carefully all of the
information set forth in this prospectus and in the documents incorporated by
reference into this prospectus, in particular, the risks described below, prior
to making any investment decision. This prospectus contains certain
forward-looking statements within the meaning of the federal securities laws.
Actual results and the timing of certain events could differ materially from
those projected in the forward-looking statements due to a number of factors,
including those set forth below and elsewhere in this prospectus. See
"Forward-Looking Statements."

Substantial indebtedness; liquidity

We have substantial indebtedness. As of December 31, 2001, our total
indebtedness was approximately $69.1 million and our total assets were
approximately $61.4 million. We incurred this indebtedness in part as a result
of our issuance of certain 12 3/8 % senior discount notes that fall due on July
1, 2006. We have not been required to make interest payments under these notes
to date, but interest payments will become due beginning on January 1, 2003.

On January 4, 2002, we sold assets of EFT Network Services LLC, resulting
in proceeds to us of $6 million. We believe the net proceeds from the Stock
Purchase Agreements with the selling stockholders and the proceeds of this asset
sale, together with our cash flows from operations, will be sufficient to fund
our operating losses, debt service requirements and capital expenditures
associated with our expansion plans. However, there can be no assurance that we
will achieve or sustain profitability or generate sufficient revenues in the
future. If the opportunity of a strategic acquisition arises or if one or more
new contracts are executed requiring more rapid installation of ATM machines
than anticipated or a significant increase in the number of ATM machines in any
market area, we may require additional financing for such purpose and to fund
our working capital needs. Such additional financing may be in the form of
additional indebtedness which would increase our overall leverage.

The level of our indebtedness could have important consequences to
investors, including the following: (i) we may not be able to generate
sufficient cash flows to service our outstanding indebtedness and to fund
adequately our planned capital expenditures and operations; (ii) our ability to
obtain any necessary financing in the future for working capital, capital
expenditures, debt service requirements or other purposes may be limited or such
financing may be unavailable; (iii) a substantial portion of our cash flows must
be dedicated to the payment of principal and interest on our indebtedness and
other obligations and will not be available for use in our business; (iv) our
level of indebtedness could limit our flexibility in planning for, or reacting
to, changes in our business and the markets in which we operate; and (v) our
high degree of indebtedness will make us more vulnerable to changes in general
economic conditions and a downturn in our business, thereby making it more
difficult for us to satisfy our obligations.

We must substantially increase our net cash flows in order to meet our debt
service obligations, and there can be no assurance that we will be able to meet
such obligations. If we are unable to generate sufficient cash flows or
otherwise obtain funds necessary to make required payments, or if we fail to
comply with other covenants in our debt service agreements, we would be in
default under the terms of such agreements. This would permit the holders of
such indebtedness to accelerate the maturity of such indebtedness and could
cause defaults under other indebtedness of the Company.

Historical and possible future operating losses and negative cash flow

For the year ended 2001, we had net income of approximately $0.7 million
and for the years ended 2000 and 1999, we had net losses of approximately $49.6
million and $30.9 million respectively, resulting in an aggregate net loss of
approximately $79.8 million for the period 1999 through 2001. Our results have
progressively improved and we generated a small operating profit for the first
time in the fourth quarter, 2001. Nonetheless, we could generate net losses
again while we continue to concentrate on expansion of our business and
increasing our market share. Thus, there can be no assurance that our revenues
will continue to grow or be sustained in future periods or that we will be able
to achieve or sustain profitability or positive cash flow from operations in any
future period. If we cannot achieve and sustain operating profitability or
positive cash flow from operations, we may not be able to meet our debt service
or working capital requirements.

Risks related to expansion of business

The continued expansion and development of our ATM business will depend on
various factors including the following: the demand for our ATM services in our
current target markets, the ability to locate appropriate ATM sites and obtain
necessary approvals for the installation of ATMs, the ability to install ATMs in
an efficient and timely manner, the expansion of our business into new countries
as currently planned, entering into additional card acceptance and ATM
management agreement with banks, the ability to obtain sufficient numbers of
ATMs on a timely basis and the availability of financing for such expansion. In
addition, such expansion may involve

acquisitions which, if made, could divert our resources and management time and
require integration of new assets with our existing networks and services. Our
ability to manage our rapid expansion effectively will require us to continue to
implement and improve our operating, financial and accounting systems and to
expand, train and manage our employee base. The inability to manage our planned
expansion effectively could have a material adverse effect on our business,
growth, financial condition and results of operations.

The expansion of our software business will depend primarily upon the
demand for our software products, including in particular our core electronic
financial transaction processing product, ITM. This product is platform
dependent, and runs only on the IBM A/S 400 platform. Although the IBM A/S 400
is a popular platform for banks, there can be no assurance that it will continue
to be in the future as new technology develops. In addition, our product is a
relatively inexpensive software package targeted at banks with smaller
transaction processing networks and as consolidation occurs in the banking
industry in developed countries, demand for this product may fall.

Seasonality may cause our quarterly operating results to vary

Our experience is that the level of transactions on our networks is subject
to substantial seasonal variation. Transaction levels have consistently been
much higher in the last quarter of the year due to increased use of ATMs during
the holiday season. There is a drop in the level of transactions in the first
quarter, during which transaction levels are generally the lowest we experience
during the year. As an example, transactions in the first quarter of 2001 were
approximately 11% lower over our entire network than in the second quarter.
Transactions in the fourth quarter 2001 were approximately 4% higher over our
entire network than in the third quarter. Since revenues of the Processing
Services Segment are primarily transaction based, this segment is directly
affected by this seasonality. As a result of these seasonal variations, our
quarterly operating results may fluctuate materially and could lead to
volatility in the price of our shares.

Dependence on relationships with banks and international card organizations

The future growth of our ATM business depends on a number of factors,
including our ability to sign card acceptance and ATM management agreements with
banks and international card organizations. Card acceptance agreements allow our
ATMs to accept credit and debit cards issued by such banks and international
card organizations, and ATM management agreements generate service income from
our management of ATMs for banks. Our card acceptance and ATM management
agreements with banks generally include termination and/or renewal clauses,
which provide that either party may elect to terminate or not renew an agreement
upon completion of its term. In some cases, banks may terminate their contracts
by giving notice prior to the expiration of their terms. There can be no
assurance that we will be able to continue to sign or maintain these agreements
on terms and conditions acceptable to us or that international card
organizations will continue to permit our ATMs to accept their credit and debit
cards. The inability to continue to sign or maintain such agreements, or to
continue to accept the credit and debit cards of local banks and international
card organizations at our ATMs in the future, could have a material adverse
effect on our business, growth, financial condition and results of operations.

Dependence on key personnel

We are dependent upon the services of certain of our executive officers for
the management of our business and the implementation of our strategy. Our
strategy and its implementation depend in large part on the founders of the
company, in particular Michael Brown and Daniel Henry, and their continued
involvement in Euronet in the future. Our success also depends in part upon our
ability to hire and retain highly skilled and qualified operating, marketing,
financial and technical personnel. The competition for qualified personnel in
Central Europe and the other markets where we conduct our business is intense
and, accordingly, there can be no assurance that we will be able to continue to
hire or retain the required personnel. Our officers and certain of our key
personnel have entered into service or employment agreements containing
non-competition, non-disclosure and non-solicitation covenants and providing for
the granting of incentive stock options with long-term vesting requirements.
However, most of these contracts do not guarantee that these individuals will
continue their employment with us. The loss of certain key personnel could have
a material adverse effect on our business, growth, financial condition and
results of operations.

Dependence on ATM transaction levels and fees

Transaction fees from banks and international card organizations for
transactions processed on our ATMs have historically accounted for a significant
portion of our revenues. We expect that revenues from ATM transaction fees will
continue to account for a substantial majority of our revenues for the
foreseeable future. Consequently, our future operating results are almost
entirely dependent on the increased issuance of credit and debit cards,
increased market acceptance of our services in our target markets, the
maintenance of the level of transaction fees we receive, installation of larger
numbers of ATMs and continued usage of our ATMs by credit and debit cardholders.

Although we believe that transactions in developing countries will tend to
increase due to increases in the number of cards being issued by banks in these
markets, we anticipate that transaction levels on any given ATM in developing
markets will not increase significantly. We can improve the levels of
transactions on our ATM network

overall by acquiring good sites for our ATMs, eliminating poor locations and
adding new transactions to the sets of transactions that are available on our
ATMs. However, there can be no assurance that we will be successful in
materially increasing transaction levels through these measures. Moreover, there
are developments in the field of electronic financial transactions that may
reduce the amount of cash that individuals need on a daily basis, including the
promotion by international card organizations and banks of the use of bank debit
cards for transactions of small amounts. These developments may reduce the
transaction levels that we experience on our ATMs in the markets where these
developments occur. A decline in usage of our ATMs by ATM cardholders or in the
levels of fees we receive in connection with such usage would have a material
adverse impact on our business, growth, financial condition and results of
operations. Banks also could elect to pass through to their customers all, or a
large part of, the fees charged by us for transactions on our ATMs. This would
increase the cost of using our ATM machines to the bank's customers, which may
cause a decline in use of our ATM machines and, thus, have an adverse effect on
revenues. If transaction levels over our existing ATM network do not increase,
growth in our revenues will depend primarily on rolling out ATMs at new sites
and developing new markets, which requires capital investment and resources and
reduces the margin we realize from such revenues.

The amount of fees we receive per transaction is set in various ways in the
markets in which we do business. We have card acceptance agreements or ATM
management agreements with some banks under which fees are set. However, the
bulk of our revenues in most markets derives from "interchange fees" that are
set by the central ATM processing switch. The banks that participate in these
switches set the interchange fee among them, and we are not in a position in any
market to greatly influence these fees, which may increase or decrease over
time. A significant decrease in the interchange fee in any market could
adversely affect our results in that market.

In the United Kingdom, we receive substantially all of our revenues from
the "surcharge fee" that we are entitled to charge users of our ATMs. This fee
is set by market conditions and ranges from GBP1 to GBP 1.50 on our network, but
typically is GBP 1.50. A decrease in our ability to achieve this level of
surcharge fee would adversely affect our results in the United Kingdom.
Moreover, this surcharge fee is substantially higher than the interchange fee in
the U.K., which allows us to realize more income per transaction in the U.K.
than most of our other markets. Our aggressive roll-out of ATMs in the United
Kingdom during 2001 was based on the ability to surcharge there. The continuance
of an aggressive roll-out of ATMs in the United Kingdom is dependent on our
ability to find additional sites for ATMs that are capable of highly profitable
transaction levels. Certain machines that we have installed recently in the
United Kingdom had transaction levels that are lower that those of machines
installed earlier. This is partially due to the fact that transaction levels are
lower at ATM machines at Post Office sites and at sites at which cash is
replenished by merchants. Although these ATMs are profitable, they are
generating returns that are lower than we expected. We are examining a number of
responses to this situation, including using lower cost machines at these sites
or reducing our roll-out of machines in the United Kingdom. A decision to reduce
our rate of roll-out of ATMs or the continuing weakness of performance of
certain ATMs could result in a decrease in growth in our revenues.

Operational risk; security

Our business involves the operation and maintenance of a sophisticated
computer network and telecommunications connections with banks, financial
institutions and mobile operators. This, in turn, requires the maintenance of
computer equipment and infrastructure, including telecommunications and
electrical systems, and the integration and enhancement of complex software
applications. There are certain operational risks inherent in this type of
business which can result in temporary shut-down of parts or all of our
processing systems, including failure of electrical supply, failure of computer
hardware and software errors. All of our ATMs other than our ATMs in Germany are
operated through our processing center in Budapest, so any operational problem
in Budapest may have a significant adverse impact on the operation of our
network generally. We have experienced operations and computer development staff
and have created redundancies and procedures, particularly in our Budapest
processing center, to mitigate such risks, but they cannot be eliminated
entirely. Any technical failure that prevents operation of our systems for a
significant period of time will prevent us from processing transactions during
that period of time and will directly and adversely affect our revenues and
financial results.

Our ATM network systems process electronic financial transactions using
information read by ATMs or POS terminals from bank debit and credit cards or
input into our systems by our customers in the registration process for mobile
phone recharge services. We capture, transmit, handle and store this sensitive
bank card

information in performing services for our customers. In addition, our software
is used by our customers to operate electronic financial transaction networks
similar to our network. These businesses involve certain inherent security
risks, in particular the risk of electronic interception and theft of the
information for use in fraudulent card transactions. We have incorporated
industry standard encryption technology and processing methodology into our
systems and software to maintain high levels of security. Although this
technology and methodology mitigates security risks, they cannot be eliminated
entirely as criminal elements apply increasingly sophisticated technology to
attempt to obtain unauthorized access to the information handled by ATM and
electronic financial transaction networks.

Any breach in our security systems could result in the perpetration of
fraudulent financial transactions for which we may be found liable. We are
insured against various risks, including theft and negligence, but our insurance
coverage is subject to deductibles, exclusions and limitations that may leave us
bearing some or all of any losses arising from security breaches.

In addition to electronic fraud issues, theft and vandalism of ATMs
presents risks for our ATM business. We install ATMs at sites that are high foot
traffic sites and are exposed to theft and vandalism. Although we are insured
against such risks, exclusions or limitations in our insurance coverage may
leave us bearing some or all of any losses arising from theft or vandalism of
ATMs.

Legal constraints on conducting business in certain European countries;
dependence on financial institutions

Under the laws of some of the European countries where we operate,
including Germany, we are required to have licensed financial institutions act
as our "sponsors" before banking authorities or the central ATM transaction
processing switches for the operation of our ATMs. In these markets, we either
act as a contractor providing ATMs to a sponsor bank or have a bank agree
contractually to act as an intermediary in the settlement process for card
transactions. As a result, our activities in these markets are dependent upon
the continuance of such "sponsor" agreements with financial institutions. While
we have been successful in reaching contractual arrangements that have permitted
us to operate in all of the markets that we have targeted to date, there can be
no assurance that we will continue to be successful in reaching such
arrangements, or that our current contractual arrangements will continue to be
renewed.

Competition

Our principal competitors for the ATM business in markets outside the
United Kingdom include ATM networks owned by banks and regional networks
consisting of consortiums of local banks. In the United Kingdom, principal
competitors include individual banks operating proprietary ATM networks as well
as several independent, non-bank owned ATM networks of varying sizes (ranging up
to over a thousand ATMs). In the United Kingdom, we are encountering direct
competition for ATM sites from these other independent networks, which sometimes
offer higher amounts of rent for ATM sites than we do. In the future, large,
well financed companies that operate ATMs such as EDS or American Express may
also establish ATM networks in competition with us in various markets.
Competitive factors in our ATM business include network availability and
response time, price to both the bank and to its customers, ATM location and
access to other networks.

There can be no assurance that we will be able to compete successfully in
the ATM business in the future or that competition will not have a material
adverse effect on our business, growth, financial condition and results of
operations. In particular, there can be no assurance that our competitors will
not introduce or expand their own ATM networks in the future, which would lead
to a decline in the usage of our ATMs.

There are many companies that offer electronic recharge services for mobile
phone airtime in the markets where we do business, particularly through use of
POS terminals. These companies include Sonera Smart Trust, ITG, Hypercom,
PreNet, e-Vita and Sicap. We believe that we have a competitive advantage in
that we offer recharge solutions on all customer touch points, including ATMs,
POS terminals, mobile phones and the internet, and we process the financial
transactions associated with the recharge. However, there are relatively few
barriers to entry in this business and larger companies that have more financial
resources than we do could successfully compete with us based on a number of
factors, including price.

Competitors of our software business compete primarily in the following
four areas: (i) ATM, network and point-of-sale software systems, (ii) internet
banking software systems, (iii) credit card software systems and (iv) wireless
banking software systems. Currently, the principal competitor with respect to
ATM, network and point-of-sale software systems is Applied Communications Inc.
("ACI") based in Omaha, Nebraska which enjoys a large market share due to its
early entry into the financial systems software market and a client base of
larger banks and financial institutions. Oasis Software International, based in
Toronto, Canada, also competes in the area of ATM, network and point-of-sale
software systems. Internet banking software systems competitors include Edify
Corporation, a division of S1 Corporation based in Santa Clara, California and Q
UP Systems Inc. based in Austin, Texas. Both Edify Corporation and Q UP Systems
Inc. have started operations during the last decade and specialize in internet
banking software systems. Our principal competitor with respect to credit card
software systems is PaySys International Inc., based in Orlando, Florida. There
are many successful manufacturers of wireless banking software that compete with
us in our target markets.

Political, economic and legal risks

We have subsidiaries in Hungary, Poland, Czech Republic, Romania, Croatia
and Indonesia and have operations in other countries in Central Europe, the
Middle East and Asia. We sell software in many other markets in the developing
world. These countries have undergone significant political and economic change
in recent years. Political, economic, social and other developments in such
countries may in the future have a material adverse effect on our business. In
particular, changes in laws or regulations (or in the interpretation of existing
laws or regulations), whether caused by change in the government of such
countries or otherwise, could materially adversely affect our business, growth,
financial condition and results of operations. Currently there are no
limitations on the repatriation of profits from all of the countries in which we
have subsidiaries, but there can be no assurance that foreign exchange control
restrictions, taxes or limitations will not be imposed or increased in the
future with regard to repatriation of earnings and investments from such
countries. If such exchange control restrictions, taxes or limitations are
imposed, our ability to receive dividends or other payments from affected
subsidiaries could be reduced, which may have a material adverse effect on us.

Annual inflation and interest rates in Hungary, Poland, Czech Republic,
Romania, Croatia and other countries in Central Europe have been much higher
than those in Western Europe. Exchange rate policies have not always allowed for
the free conversion of currencies at the market rate. Fluctuations of inflation,
interest and exchange rates could have an adverse effect on our business and the
market value of the shares.

Corporate, contract, property, insolvency, competition, securities and
other laws and regulations in Hungary, Poland, Czech Republic, Romania, Croatia
and other countries in Central Europe have been, and continue to be,
substantially revised during the completion of their transition to market
economies. Therefore, the interpretation and procedural safeguards of the new
legal and regulatory systems are in the process of being developed and defined
and existing laws and regulations may be applied inconsistently. Also, in some
circumstances, it may not be possible to obtain the legal remedies provided for
under those laws and regulations in a reasonably timely manner, if at all. In
addition, transmittal of data by electronic means and telecommunications is
subject to specific regulation in most Central European countries. Although such
regulations have not had a material impact on our business to date, there can be
no assurance that any such changes in such regulation, including taxation or
limitations on transfers of data across national borders, would not have a
material adverse effect on our business, growth, financial condition and results
of operations.

Inflation, exchange rate and currency risk

We derive our revenues from a multitude of countries, and our business is
affected by fluctuations in foreign exchange rates of the various countries in
which we operate. Substantially all of our indebtedness is denominated in Euro
and a significant amount of our expenditures, including the acquisition of ATMs
and executive salaries, are made in U.S. dollars.

We attempt to match any assets denominated in a currency with liabilities
denominated in the same currency. Nonetheless, inflation and currency exchange
fluctuations have had, and will continue to have, an effect on our financial
condition and results of operations. As exchange rates among the U.S. dollar,
the Euro and other

currencies fluctuate, the translation effect of such fluctuations may have a
material adverse effect on our results of operations or financial condition as
reported in U.S. dollars.

In recent years, Hungary, Poland and the Czech Republic have experienced
high levels of inflation. Consequently, these countries' currencies have
continued to decline in value against the major currencies of the OECD over this
time period. Due to the significant reduction in the inflation rate of these
countries in recent years, none of these countries are considered to have a
hyper-inflationary economy. Nonetheless, rates of inflation in these countries
may continue to fluctuate from time to time. The majority of all three
subsidiaries' revenues are denominated in the local currency.

Anti-takeover provisions

Certain provisions of our Certificate of Incorporation (the "Certificate of
Incorporation") and By-Laws (the "By-Laws") and of Delaware law could discourage
potential acquisition proposals and could delay or impede a change in control of
Euronet. These provisions, among other things: (i) classify our Board of
Directors into three classes serving staggered three-year terms; (ii) permit the
Board of Directors, without further stockholder approval, to issue preferred
stock; and (iii) prohibit us from engaging in a business combination (as such
term is defined in the Delaware law) with interested stockholders, except under
certain circumstances. Such provisions could diminish the opportunities for a
stockholder to participate in tender offers, including tender offers at a price
above the then current market value of our Common Stock. The issuance of
preferred stock could also adversely affect the voting power of the holders of
Common Stock. We have no present plans to issue any preferred stock. Directors,
officers and certain significant stockholders of Euronet, together with entities
with which they are associated, own beneficially in the aggregate approximately
40% of the outstanding shares of our Common Stock. Such concentration of
ownership may have the effect of delaying or preventing transactions involving
an actual or potential change in control of Euronet.

Concentration of voting control in management

Our directors and officers, together with entities with which they are
associated, beneficially owned and controlled approximately 40% of our
outstanding Common Stock as of February 1, 2002. As a consequence, the directors
and officers have significant control over our management and operation,
including the ability to elect other directors of Euronet and to cast a large
block of votes with respect to virtually all matters submitted to a vote of our
stockholders. Such concentration of control may have the effect of delaying or
preventing transactions or a potential change of control of Euronet.

Potential adverse effect of shares eligible for future sale

As of February 20, 2002, we had 23,035,994 shares of Common Stock
outstanding. Based on our review of public filings, we are aware that 2,166,350
shares are held by persons who may be deemed to be affiliates of ours. In
addition, we had an aggregate of 4,880,006 options outstanding held by
directors, officers and employees entitling the holders thereof to acquire an
equal number of shares of Common Stock on exercise, of which an aggregate of
2,074,064 would be held by persons who may be deemed to be affiliates of ours.
In addition, we have 390,510 outstanding warrants which could be exercised to
receive 405,086 shares of our Common Stock. Except as hereafter noted, the
shares of Common Stock that may be issued on exercise of such options are freely
tradeable in the public market. The public sale of the shares of Common Stock
held by affiliates, or acquired by affiliates on exercise of options, is limited
and such persons are either required to register such shares or to comply with
Rule 144 of the General Rules and Regulations of the Securities Act which limits
the number of shares that may be sold by any one person during each 90-day
period. Affiliates also have the right, under certain circumstances, to require
us to register such shares for public sale. The sale of a substantial amount of
shares of Common Stock in the public market, or even the potential of such sale,
could have a material adverse effect on the market price of the Common Stock and
our ability to sell shares of Common Stock in the future.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of
Common Stock. All proceeds from the sale of the shares will be for the account
of the selling stockholders, as described below. See "Selling Stockholders" and
"Plan of Distribution" described below.

SELLING STOCKHOLDERS

The selling stockholders listed below have acquired the shares in a private
placement transaction pursuant to those Stock Purchase Agreements among us and
the selling stockholders identified below dated between February 1 and February
5, 2002 (the "Stock Purchase Agreements"). Under the terms of the Stock Purchase
Agreements we agreed to register all of the shares of Common Stock purchased by
the selling stockholders in the private placement.

The following table sets forth, as of the date of this prospectus, the
names of the selling stockholders, the number of our shares that the selling
stockholders beneficially own as of such date, the number of our shares owned by
selling stockholders that may be offered for sale from time to time by this
prospectus, and the number of our shares to be held by such selling stockholder
assuming the sale of all of the shares offered hereby.

We may amend or supplement this prospectus from time to time to update the
disclosure hereunder.

Except as set forth above, the selling stockholders have not held any
position or office or had a material relationship with us or any of our
affiliates within the past three years other than as a result of the ownership
of our Common Stock.

Percent of
Shares Shares Owned Outstanding
Beneficially After Offering Euronet Stock
Name of Selling Stockholder Owned /(1)/ Shares Offered /(1)//(2)/ /(1)//(2)//(3)/
--------------------------- ------------ -------------- ------------ ---------------

AIM Growth Series 125,000 125,000 0 *
Volksbanken KAG 30,000 30,000 0 *
US Global Equity Fund 10,000 10,000 0 *
Waddell & Reed Investment
Management Company/(4)/ 2,211,350 300,000 1,911,350 8.3
Harrington Wealth Management
Company 10,075 10,075 0 *
Prime Petroleum Profit Sharing
Trust 50,000 50,000 0 *
Lagunitas Partners LP 69,000 69,000 0 *
Gruber & McBaine International 20,925 20,925 0 *
John & Linda Gruber 10,000 10,000 0 *

----------
* Represents less than one percent.

(1) The number and percentage of shares beneficially owned are determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934 (the
"Exchange Act"), and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rule, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual
has the right to acquire within 60 days of the date of this prospectus
through the exercise of any stock option or other right. Furthermore, the
number and percentage are determined based on the number of shares we sold
to the selling stockholders pursuant to the Stock Purchase Agreements and
any other shares owned by these selling stockholders as they have reported
to us.

(2) Assumes the sale of all shares offered hereby.

(3) These percentages are based on 23,035,994 shares of our Common Stock
outstanding as of February 20, 2002.

(4) These shares are beneficially owned by one or more open-end investment
companies or other managed accounts that are advised by Waddell & Reed
Investment Management Company.

PLAN OF DISTRIBUTION

The selling stockholders may offer the shares at various times and from
time to time while this registration statement is effective, in one or more of
the following transactions:

. on the Nasdaq Small Cap Market (or the Nasdaq National Market if our
listing application is approved);

. in the over-the-counter market;

. in transactions other than market transactions;

. in connection with short sales of shares of our Common Stock;

. by pledge to secure debts or other obligations;

. in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options; or

. in a combination of any of the above.

The selling stockholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. The selling
stockholders may sell shares at market prices then prevailing, at prices related
to prevailing market prices, at negotiated prices or at fixed prices. In
addition, the selling stockholders may sell any shares that qualify for sale
under Rule 144 under the Securities Act in transactions complying with Rule 144,
rather than pursuant to this prospectus. We will not receive any proceeds from
the sale of shares by the selling stockholders.

In order to comply with the securities laws of certain states, if
applicable, the shares may be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and is
complied with.

The selling stockholders may use broker-dealers to sell shares. If this
happens, broker-dealers will either receive discounts or commissions from the
selling stockholders, or they will receive commissions from purchasers of shares
for whom they have acted as agents. Neither we nor the selling stockholders can
presently estimate the amount of such compensation. We know of no existing
arrangements between any selling stockholders, any other stockholder, broker,
dealer, underwriter or agent relating to the sale or distribution of the shares.

The selling stockholders and any broker-dealers who act in connection with
the sale of the shares hereunder might be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions they receive and proceeds of
any sale of the shares might be deemed to be underwriting discounts and
commissions under the Securities Act.

We will pay all of the expenses of the registration, offering and sale of
the shares to the public other than commissions or discounts of underwriters,
broker-dealers or agents. We also agreed to indemnify the selling stockholders
and related persons against liabilities, including liabilities under the
Securities Act. We have been advised that, in the opinion of the SEC,
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

We have advised the selling stockholders that while they are engaged in a
distribution of the shares included in this prospectus they are required to
comply with Regulation M promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). With limited exceptions, Regulation M precludes
the selling stockholders, any affiliated purchasers, and any broker-dealer or
other person who participates in the distribution from bidding for or
purchasing, or attempting to induce any person to bid for or purchase any
security which is the subject of the distribution until the entire distribution
is complete. Regulation M also prohibits any bids

or purchases made in order to stabilize the price of a security in connection
with the distribution of that security. All of this might affect the
marketability of the shares offered hereby.

This offering will terminate on the earlier of (1) the date on which all
selling stockholders may sell all shares then held by them without restriction
pursuant to Rule 144 under the Securities Act, or (2) the date on which all
shares offered by this prospectus have been sold by the selling stockholders.

We may suspend the effectiveness of the registration statement and, upon
receipt of written notice from us, the selling stockholders shall cease using
this prospectus, if at any time we determine, in our reasonable judgment and in
good faith, sales of shares of Common Stock pursuant to the registration
statement or this prospectus would require public disclosure by us of material
nonpublic information that is not included in the registration statement and
that immediate disclosure of such information would be detrimental to us.

If we suspend the effectiveness of the registration statement, we shall use
our reasonable efforts to cause the use of the prospectus so suspended to be
resumed as soon as reasonably practicable, subject however, to our right to
delay further sales of shares of Common Stock until the conditions or
circumstances referred to above have ceased to exist or have been disclosed. We
agreed with the selling stockholders that our right to delay sales of shares of
Common Stock held by the selling stockholders will not be exercised by us on
more than two occasions of not more than 45 days each in any twelve month
period, unless in our good faith judgment the sale of shares under the
registration statement would be reasonably likely to cause a violation of, or
create liability for us under, the Securities Act or the Exchange Act.

LEGAL MATTERS

Certain legal matters relating to the validity of the shares offered hereby
will be passed upon for us by Shearman & Sterling.

EXPERTS

The consolidated financial statements of Euronet and subsidiaries as of
December 31, 2001 and 2000 and for each of the years in the three-year period
ended December 31, 2001 have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG Polska Sp. z o.o.,
independent public accountants, incorporated by reference herein, and upon the
authority of this firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file reports, proxy statements and other information with the SEC in
accordance with the Exchange Act. You may read and copy our reports, proxy
statements and other information filed by us at the public reference facilities
of the SEC in Washington, D.C. and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information about the public reference rooms. Our
reports, proxy statements and other information filed with the SEC are available
to the public over the Internet at the SEC's World Wide Web site at www.sec.gov.
------------

We have filed a registration statement on Form S-3 under the Securities Act
with respect to our Common Stock. This prospectus, which forms a part of the
registration statement, does not contain all of the information included in the
registration statement. Some information is omitted and you should refer to the
registration statement and its exhibits.

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we have
previously filed with them, which means that we can disclose important
information by referring you to those documents. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed

below as well as any future filings made by us with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act until our offering is complete:

(a) Our Annual Report on Form 10-K for the fiscal year ended December 31,
2001.

(b) Our current report on Form 8-K dated January 4, 2002 and amended on
January 18, 2002.

(c) The description of our Common Stock contained in our Registration
Statement on Form 8-A filed with the SEC on February 21, 1997, including any
amendment or report filed for the purpose of updating any such description.

You may request a copy of these filings, at no cost, by writing, calling or
e-mailing us at the following address:

Euronet Worldwide, Inc.
4601 College Boulevard
Suite 300
Leawood, Kansas 66211
(913) 327-4200

FORWARD-LOOKING STATEMENTS

This prospectus and the documents we incorporate by reference may contain
certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements in this prospectus that are not
historical facts are hereby identified as "forward-looking statements" for the
purpose of the safe harbor provided by Section 21E of the Exchange Act and
Section 27A of the Securities Act. Words such as "estimate," "project," "plan,"
"intend," "expect," "believe" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are found at
various places throughout this prospectus and the other documents incorporated
by reference, including, but not limited to, our Annual Report on Form 10-K for
the year ended December 31, 2001. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this prospectus. We do not undertake any obligation to publicly update or
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

We will pay all expenses incident to the offering and sale to the public
of the shares being registered other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes. Such expenses are set
forth in the following table. All of the amounts shown are estimates except the
SEC registration fee.

SEC registration fee .................................... $ 1,083.88
Legal fees and expenses ................................. $112,650.00
Accounting fees and expenses ............................ $ 0
Miscellaneous expenses .................................. $ 0
Total ........................................ $113,733.88

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Paragraph 8 of the Registrant's
Amended Certificate of Incorporation and Article VII of the Registrant's Bylaws
provide for indemnification of the Registrant's directors and officers to the
maximum extent permitted by the Delaware General Corporation Law. The Registrant
also maintains, and intends to continue to maintain, insurance for the benefit
of its directors and officers to insure such persons against certain
liabilities, including liabilities under the Securities laws.

Item 16. Exhibits.

Exhibit
Number Description
------ -----------

4.01 Form of Stock Purchase Agreement between Euronet Worldwide and the selling stockholders.
5.01 Opinion of Shearman & Sterling.
23.01 Consent of Shearman & Sterling (included in Exhibit 5.01).
23.02 Consent of KPMG Polska Sp.z o.o, independent public accountants.

----------

Item 17. Undertakings.

A. Undertaking Pursuant to Rule 415

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;

(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 set forth in the
Registration Statement;

II-1

(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 (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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 this offering.

B. Undertaking Regarding Filings Incorporating Subsequent Exchange Act
Documents by Reference

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 an 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. Undertaking in Respect of Indemnification

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 SEC 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 of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on the 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 Kansas City, state of Missouri, on this day of March
8, 2002.

EURONET WORLDWIDE, INC.

By /s/ Michael J. Brown
---------------------------------------------
Name : Michael J. Brown
Title: Chairman of the Board of Directors and
Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael J. Brown and Daniel R. Henry,
jointly and severally, his attorneys-in-fact, each with the owner of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-3, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his substitute or substitutes, may 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 below by the following persons on the day
of March 8, 2002 in the capacities indicated.

Signature Title
--------- -----

/s/ Michael J. Brown Chairman of the Board of Directors, Chief Executive
------------------------- Officer and Director (principal executive officer)
Michael J. Brown

/s/ Daniel R. Henry Chief Operating Officer, President and Director
-------------------------
Daniel R. Henry

/s/ Eriberto R. Scocimara Director
-------------------------
Eriberto R. Scocimara

/s/ Thomas A. McDonnell Director
-------------------------
Thomas A. McDonnell

/s/ M. Jeannine Strandjord Director
-------------------------
M. Jeannine Strandjord

/s/ Andzrej Olechowski Director
-------------------------
Andzrej Olechowski

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/s/ Kendall Coyne Chief Financial Officer and Chief Accounting Officer
------------------------- (principal financial and accounting officer)
Kendall Coyne

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INDEX TO EXHIBITS

Exhibit
Number Description
------ -----------