UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
January 4, 2002
---------------
Date of Report (date of earliest event reported)
Euronet Worldwide, Inc.
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2806888
------------------------------------- ---------------------- ----------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
4601 College Boulevard
Leawood, Kansas 66211
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (913) 327-4200
N/A
------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Euronet Worldwide, Inc. originally filed this Form 8-K on January 4, 2002 and
amended it once on January 18, 2002. Euronet Worldwide, Inc. further amends this
Form 8-K to add exhibits A through D to the asset purchase agreement among
ALLTEL Information Services, Inc., Euronet USA Inc. and EFT Network Services,
LLC (which is filed as Exhibit 2.1 to this Form 8-K). Exhibits A through D were
previously not filed. In addition, Euronet Worldwide, Inc. amends exhibit 99.2
to this Form 8-K to include exhibits G and H to the software license agreement
between ALLTEL Information Services, Inc. and Euronet USA Inc., which were
previously not filed.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 4, 2002, Euronet Worldwide, Inc. ("Euronet Worldwide") concluded two
agreements with ALLTEL Information Services, Inc. ("AIS"), a wholly owned
subsidiary of ALLTEL Corporation.
The first agreement was an Asset Purchase Agreement whereby EFT Network
Services, LLC, an Arkansas limited liability company ("EFT") sold substantially
all of its assets to AIS for $6,792,592, in cash, subject to a working capital
adjustment. Of this amount, $650,000 is being held in escrow under the terms of
a separate escrow agreement to provide for the payment of any damages that might
arise from any breach of the representations and warranties contained in the
Asset Purchase Agreement and certain post-closing adjustments. EFT is a
wholly-owned subsidiary of Euronet USA, Inc., an Arkansas corporation ("Euronet
USA") which is in turn a wholly-owned subsidiary of Euronet Worldwide, a
Delaware corporation. EFT, Euronet USA and AIS are parties to the Asset Purchase
Agreement.
The second agreement was a Software License Agreement (the "License Agreement")
whereby Euronet USA granted AIS a nonexclusive license to use, distribute and
develop versions 1.5 and 2.2 of Euronet USA's GoldNet ITM ATM Network Processing
Software ("GoldNet Software"). The License Agreement includes certain
territorial and other restrictions on the use and distribution of the GoldNet
Software by AIS. The restrictions apply for five years and strictly limit the
use and distribution of the software in Euronet's principal markets in
Europe/Middle East/Africa and Asia but permit broad use and distribution in the
U.S., Canada and South America. Under the terms of the License Agreement, AIS
has agreed to pay license fees of $5 million, with 50% of the fees being payable
upon execution of the License Agreement, 40% upon AIS's acceptance of version
2.2 of the GoldNet Software, and the remaining 10% twelve months from the date
of the License Agreement, subject to completion of certain maintenance and
support services. The License Agreement does not restrict the ability of Euronet
USA to continue to sell its GoldNet Software, except that Euronet USA may not
sell to former EFT customers or new AIS network processing customers. GoldNet
Software is the most popular ATM network processing software for the IBM AS/400
platform.
Euronet Worldwide is a leading provider of secure electronic financial
transaction solutions and provides financial payment middleware, financial
network gateways, outsourcing, and consulting services to financial
institutions, retailers and mobile phone operators. Euronet Worldwide operates
an independent automated teller machine ("ATM") network of over 3000 ATMs in
Europe and the United States. Through Euronet USA, the Euronet Worldwide offers
a suite of integrated software solutions for electronic payment and transaction
delivery systems.
The foregoing summary is qualified in its entirety by reference to the copy of
the Asset Purchase Agreement, the License Agreement and the Escrow Agreement
attached as Exhibits 2.1, 99.1 and 99.2, respectively to this Form 8-K.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
During the fourth quarter 2001, Euronet Worldwide completed exchanges of an
aggregate of DEM 15,100,000 face value of its 12 3/8% DM denominated Senior
Discount Notes (together with warrants to purchase 47,565 shares of its stock)
and US$2,095,000 face value of its US denominated 12 3/8% Senior Discount Notes,
for a total of 495,400 shares of its common stock. These transactions were
exempt from registration under Section 3(a)9 of the U.S. Securities Act of 1933.
1
ITEM 7. EXHIBITS
Exhibit 2.1: Asset Purchase Agreement between ALLTEL Information Services,
Inc., Euronet USA, Inc. and EFT Network Services, LLC.
Exhibit 99.1: Escrow Agreement between ALLTEL Information Services, Inc.,
EFT Network Services, Inc. and J.P. Morgan & Trust Company.
Exhibit 99.2: Software License Agreement between ALLTEL Information
Services, Inc. and Euronet USA, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Euronet Worldwide, Inc.
By: /s/ Daniel R. Henry
-------------------------
Daniel R. Henry
President
Chief Operating Officer
Date: May 8, 2002
2