Filed pursuant to Rule 424(b)(7)
File No. 333-129648
Prospectus
Supplement No. 2
to Prospectus Dated December 28, 2005
$175,000,000
Euronet Worldwide, Inc.
3.50% Convertible Debentures Due 2025
Common Stock Issuable upon Conversion of the Debentures
This prospectus supplement supplements information contained in the prospectus dated December
28, 2005 relating to the offer and sale from time to time by certain selling security holders of up
to $175,000,000 aggregate principal amount of our 3.50% Convertible Debentures Due 2025 and any
shares of common stock issuable upon conversion of the debentures. The terms of the debentures are
set forth in the prospectus dated December 28, 2005. This prospectus supplement should be read in
conjunction with, and may not be delivered or utilized without, the prospectus and any prior
prospectus supplements. This prospectus supplement is qualified by reference to the prospectus,
except to the extent that the information in this prospectus supplement supersedes the information
contained in the prospectus. The terms of the debentures are set forth in the prospectus.
The securities offered hereby involve significant risks and uncertainties. These risks are
described under the caption Risk Factors beginning on page 9 of the prospectus. You should
consider these Risk Factors before purchasing these securities.
The debentures are not deposits or other obligations of a depository institution and are not
insured by the Federal Deposit Insurance Corporation, The Bank Insurance Fund or any other
governmental agency.
Neither the Securities and Exchange Commission 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 supplement is March 17, 2006
SELLING SECURITY HOLDERS
The information in the table appearing under the caption Selling Security Holders in the
prospectus is modified by adding the information below with respect to persons not previously
listed in the prospectus or in any amendments or supplements thereto, and by superseding the
information with respect to persons previously listed in the prospectus with the information that
is set forth below. The information is based solely upon information provided by or on behalf of
the selling security holders set forth below, and we have not independently verified such
information.
Except as indicated below, none of the selling security holders set forth below has had any
position, office or other material relationship with us or our affiliates within the past three
years.
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Principal |
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Principal |
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Number of |
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Number of |
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Amount of |
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Amount of |
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Shares of |
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Shares of |
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Debentures |
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Debentures |
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Common Stock |
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Common Stock |
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Beneficially |
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That May Be |
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Beneficially |
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That May Be |
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Name |
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Owned ($) |
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Sold ($) (1) |
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Owned (2) (3) |
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Sold (1) (3) |
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Anthony Munk |
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40,000 |
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40,000 |
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988.14 |
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988.14 |
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Argent Classic Convertible Arbitrage Fund (Bermuda Ltd.) |
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8,360,000 |
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8,360,000 |
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206,522.10 |
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206,522.10 |
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CBARB, a Segregated Account of GEODE Capital Management Fund, Ltd. |
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8,250,000 |
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8,250,000 |
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203,804.70 |
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203,804.70 |
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DBAG London (4) |
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22,350,000 |
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22,350,000 |
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552,125.46 |
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552,125.46 |
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Deutsche Bank Securities, Inc. (5) |
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3,355,000 |
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3,355,000 |
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82,880.58 |
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82,880.58 |
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Pebble Limited Partnership |
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200,000 |
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200,000 |
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4,940.72 |
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4,940.72 |
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Radcliffe
SPC, Ltd. for and on behalf of the Class A Convertible
Crossover Segregated Portfolio |
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2,000,000 |
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2,000,000 |
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49,407.20 |
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49,407.20 |
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Silvercreek II Limited |
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920,000 |
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920,000 |
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22,727.31 |
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22,727.31 |
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Silvercreek Limited Partnership |
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840,000 |
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840,000 |
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20,751.02 |
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20,751.02 |
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Transamerica Life Insurance and Annuity Corp. (4) |
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5,500,000 |
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5,500,000 |
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135,869.80 |
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135,869.80 |
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(1) |
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Because a selling security holder may sell all or a portion of the Debentures and
common stock issuable upon conversion of the Debentures pursuant to this prospectus, no
estimate can be given as to the number or percentage of Debentures and common stock that
the selling security holder will hold upon termination of any sales. |
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(2) |
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Includes shares of common stock issuable upon conversion of the Debentures. |
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(3) |
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The number of shares of our common stock issuable upon conversion of the Debentures
assumes a holder would receive the maximum number of shares of common stock issuable in
connection with the conversion of the full amount of Debentures held by such holder at the
initial conversion rate of 24.7036 shares per $1,000 principal amount of Debentures. This
conversion rate is subject to adjustment as described under Description of the Debentures
Conversion Rights in the prospectus. Accordingly, the maximum number of shares of common
stock issuable upon conversion of the Debentures may increase or decrease from time to
time. Under the terms of the indenture, fractional shares will not be issued upon
conversion of the Debentures; cash will be paid in lieu of fractional shares, if any. |
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(4) |
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Affiliate of a broker dealer, based on information provided to us by the selling
security holder. |
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(5) |
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Based on information provided to us by the selling security holder, such selling
security holder is a registered broker-dealer and, as such, deemed to be an underwriter of
the Debentures and the underlying common stock within the meaning of the Securities Act. We
do not have a material relationship with such selling security holder, and the selling
security holder does not have the right to designate or nominate a member or members of our
board directors. The selling security holder purchased its Debentures in the open market,
not directly from us, and we are not aware of any underwriting plan or agreement,
underwriters or dealers compensation, or passive market-making or stabilizing
transactions involving the purchase or distribution of these securities by such selling
security holder. |
The selling security holders identified above may have sold, transferred or otherwise disposed of
all or a portion of their Debentures or common stock since the date on which the information in the
preceding table is presented. Information concerning the selling security holders may change from
time to time and any such changed information will be set forth in prospectus supplements or, to
the extent required, post-effective amendments to the registration statement.
Each selling security holder who is an affiliate of a broker-dealer has informed us that such
selling security holder purchased the securities in the ordinary course of business and, at the
time of the purchase of the securities, did not have any agreements or understandings, directly or
indirectly, with any person to distribute the securities.