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.
2
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.
3
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;
4
(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.
5
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)
Exhibit 4.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
EURONET WORLDWIDE, INC.
Euronet Worldwide, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation") hereby certifies as follows:
FIRST: That on March 8, 2006, the directors of the Corporation adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation declaring the advisability thereof, and calling
for consideration of the proposed amendment by the Corporation's stockholders.
The resolution setting forth the proposed amendment is as follows:
NOW THEREFORE BE IT RESOLVED, that Article FOURTH (a) of the Certificate of
Incorporation, as amended, shall be amended to read as follows:
FOURTH: (a) The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is One Hundred Million
(100,000,000) shares, consisting of:
1. Ten Million (10,000,000) shares of preferred stock, par value two
cents ($0.02) per share ("Preferred Stock");
2. Ninety Million (90,000,000) shares of common stock, par value two
cents ($0.02) per share ("Common Stock").
SECOND: That thereafter, at the Annual Meeting of stockholders of the
Corporation held on May 18, 2006, the stockholders adopted a resolution
approving the foregoing amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its authorized officer this 29th day of June, 2006.
EURONET WORLDWIDE, INC.
By: /s/ Jeffrey B. Newman
-------------------------
Jeffrey B. Newman
Executive Vice President,
General Counsel and Secretary
Exhibit 4.2
CERTIFICATE OF INCORPORATION
OF
EURONET SERVICES INC.
FIRST: The name of the corporation (the "Corporation") is:
Euronet Services Inc.
SECOND: (a) The address of the registered office of the Corporation in
Delaware is:
Corporation Trust Center
1209 Orange Street
City of Wilmington, County of New Castle
Delaware 19801
(b) The name of the Corporation's registered agent at the address of
its registered office is:
The Corporation Trust Company
THIRD: The purpose of the Corporation is to engage in, promote and carry
on any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of
Delaware.
FOURTH: (a) The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is Forty
Million Shares (40,000,000) shares consisting of:
1. Ten Million (10,000,000) shares of preferred stock, par
value one cent ($.01) per share (the "Preferred Stock");
2. Thirty Million (30,000,000) shares of common stock, with a
par value of one cent ($.01) per share ("Common Shares");
(b) The Board of Directors is hereby expressly authorized, subject
to any limitations prescribed by law, to provide for the
issuance of the shares of Preferred Stock in series, and by
filing a certificate pursuant to the applicable law of the State
of Delaware (such certificate being hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time
the number of shares to be included in each such series, and to
fix the designation, powers, preferences and rights of the
shares of each such series and any
qualifications, limitations or restrictions thereof. The number
of authorized shares of the Preferred Stock may be increased or
decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of two-
thirds (2/3) of the outstanding Common Stock, without a vote of
the holders of the Preferred Stock, or of any series thereof,
unless a vote of any such holders is required pursuant to the
terms of any Preferred Stock Designation.
FIFTH: The powers of the Incorporator are to terminate upon the election of
the first Board of Directors. The name and address of the
Incorporator are as follows:
Jeffrey B. Newman
c/o Arent Fox
1050 Connecticut Avenue, N.W.
Washington. D.C. 20036-5339
SIXTH: The Corporation shall be managed by the Board of Directors, which
shall exercise all powers conferred under the laws of the state of
Delaware. The number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the entire Board of Directors.
The directors, other than those who may be elected by the holders of
any class or series of Preferred Stock, shall be divided into three
classes, as nearly equal in number as reasonably possible, with the
term of office of the first class to expire at the conclusion of the
first annual meeting of stockholders, the term of office of the
second class to expire at the conclusion of the annual meeting of
stockholders one year thereafter and the term of office of the third
class to expire at the conclusion of the annual meeting of
stockholders two years thereafter, with each director to hold office
until his or her successor shall have been duly elected and
qualified. At each annual meeting of stockholders following such
initial classification and election, directors elected to succeed
those directors whose terms expire shall be elected for a term of
office to expire at the third succeeding annual meeting of
stockholders after their election, with each director to hold office
until his or her successor shall have been duly elected and
qualified.
Notwithstanding any contained in this Certificate of Incorporation or
the Bylaws of the Corporation to the contrary, the affirmative vote
of the holders of at least 80% of the combined voting power of the
then outstanding shares of stock of the Corporation then entitled to
vote generally in the election of directors, voting together as a
single class, shall be required to alter, amend, adopt any provision
inconsistent with or repeal this Article SIXTH.
SEVENTH: The provisions for the regulation of the internal affairs of the
Corporation shall be stated in the Corporations's Bylaws, as they may
be amended from time to time. The Board of Directors shall be
authorized to adopt, amend or repeal the Bylaws.
EIGHTH: The Corporation shall indemnify each of the individuals who may be
indemnified to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as it may be
amended from time to time ("Section 145"), (i) in each and every
situation where the Corporation is obligated to make such
indemnification pursuant to Section 145, and (ii) in each and every
situation where, under Section 145, the Corporation is not
obligated, but is permitted or empowered, to make such
indemnification. The Corporation shall promptly make or cause to be
made any determination which Section 145 requires.
NINTH: 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. This provision shall not eliminate or
limit the liability of a director (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 General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director
derived any improper personal benefit. If the General Corporation
Law of the State of Delaware is subsequently amended to further
eliminate or limit the liability of the director, then a director
of the Corporation, in addition to the circumstances in which a
director is not personally liable as set forth in the preceding
sentence, shall not be liable to the fullest extent permitted by
the amended General Corporation Law of the State of Delaware.
TENTH: The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware and all rights
conferred upon stockholders are granted subject to this reservation.
By executing this Certificate of Incorporation, I hereby declare and
certify that this is my act and deed and the facts stated in this Certificate of
Incorporation are true.
Dated: December 13, 1996 /s/ Jeffrey B. Newman
---------------------
Jeffrey B. Newman
Certificate of Correction
Being Filed to Correct
Certain Errors in
The Certificate of Incorporation
of
Euronet Services Inc.
Euronet Services Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
Corporation), does hereby certify the following:
FIRST: The name of the Corporation is:
Euronet Services Inc.
SECOND: The Certificate of Incorporation (the Certificate) was filed by the
Secretary of State of the State of Delaware on December 13, 1996 and
the Certificate requires correction as permitted by Section 103(f) of
the General Corporation Law of the State of Delaware.
THIRD: The Certificate incorrectly stated Article FOURTH(a) as follows:
FOURTH: (a) The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue
is Forty Million Shares (40,000,000) shares consisting of:
1. Ten Million (10,000,000) shares of preferred stock,
par value one cent ($.01) per share (the "Preferred
Stock");
2. Thirty Million (30,000,000) shares of common stock,
with a par value of one cent ($.01) per share ("Common
Shares");
The foregoing Article FOURTH(a) was erroneously stated since the par
value of the stock is incorrect.
FOURTH: The inaccuracy of the Certificate is hereby corrected, by deleting
the present Article FOURTH(a) and inserting a new Article FOURTH(a)
as follows:
FOURTH: (a) The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue
is Forty Million Shares (40,000,000) shares consisting of:
1. Ten Million (10,000,000) shares of preferred stock, par
value two cents ($.02) per share (the "Preferred Stock");
2. Thirty Million (30,000,000) shares of common stock,
with a par value of two cents ($.02) per share ("Common
Shares");
IN WITNESS WHEREOF, this Certificate of Correction is executed on this 4th
day of March, 1997, by the Secretary of the Corporation in accordance with
Section 103(a)(2) of the General Corporation Law of the State of Delaware.
/s/ Jeffrey B. Newman
------------------------
Jeffrey B. Newman,
Secretary
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
First: That at a meeting of the Board of Directors of Euronet Services
Inc. resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "First" so that, as
amended, said Article shall be and read as follows:
"First: The name of the corporation (the "Corporation") is: Euronet
Worldwide, Inc."
Second: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called
and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendment.
Third: The said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
Fourth: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
BY: /s/ Jeffrey Newman
----------------------------
(Authorized Officer)
NAME: JEFFREY NEWMAN
----------------------------
(Type or Print)
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
First: That at a meeting of the Board of Directors of Euronet Worldwide,
Inc. resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FOURTH" so that, as
amended, said Article shall be and read as follows:
"FOURTH: (a) The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is Seventy Million
(70,000,000) shares, consisting of:
1. Ten Million (10,000,000) shares of preferred stock, par value two
cents ($0.02) per share ("Preferred Stock");
2. Sixty Million (60,000,000) shares of common stock, par value two cents
($0.02) per share ("Common Stock")."
Second: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called
and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendment.
Third: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
Page 1 to 2
Fourth: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
BY: /s/ Michael J. Brown
-----------------------------
(Authorized Officer)
NAME: MICHAEL J. BROWN
-----------------------------
(Type or Print)
Attested to BY: /s/ Jeffrey B. Newman
--------------------------
(Corporate Secretary)
NAME: JEFFREY B. NEWMAN
------------------------
(Type or print)
Page 2 of 2
STATE of DELAWARE
CERTIFICATE of CORRECTION
FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF
AMENDMENT OF CERTIFICATE OF INCORPORATION OF
EURONET WORLDWIDE, INC.
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON DECEMBER 11, 2001
Euronet Worldwide, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is Euronet Worldwide, Inc.
2. That a Certificate of Amendment of Certificate of Incorporation was
filed by the Secretary of State of Delaware on December 11, 2001, and
that said Certificate requires correction as permitted by Section 103
of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate to be corrected is as
follows: The Certificate states it is an amendment to Article
"FOURTH"; however, it should state it is an amendment to Article
"FOURTH (a)".
4. Article First of the Certificate of Amendment is corrected to read as
follows:
First: That at a meeting of the Board of Directors of Euronet
Worldwide, Inc. resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof number "FOURTH (a)" so that,
as amended, said Article shall be and read as follows:
"FOURTH: (a) The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is Seventy
Million (70,000,000) shares, consisting of:
Page 1 of 2
1. Ten Million (10,000,000) shares of preferred stock, par value two
cents ($0.02) per share ("Preferred Stock");
2. Sixty Million (60,000,000) shares of common stock, par value two
cents ($0.02) per share ("Common Stock")."
5. The remainder of the Article shall be in full force and effect.
In Witness Whereof, said Euronet Worldwide, Inc. has caused this Certificate to
be signed by Jeffrey B. Newman, an authorized officer, this 8th day of February,
2002.
By: /s/ Jeffrey B. Newman
-----------------------------
(Authorized Officer)
Name: Jeffrey B. Newman
Title: Executive Vice President
Page 2 of 2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
EURONET WORLDWIDE, INC.
Euronet Worldwide, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation") hereby certifies as follows:
FIRST: That on March 8, 2006, the directors of the Corporation adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation declaring the advisability thereof, and calling
for consideration of the proposed amendment by the Corporation's stockholders.
The resolution setting forth the proposed amendment is as follows:
NOW THEREFORE BE IT RESOLVED, that Article FOURTH (a) of the Certificate of
Incorporation, as amended, shall be amended to read as follows:
FOURTH: (a) The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is One Hundred Million
(100,000,000) shares, consisting of:
1. Ten Million (10,000,000) shares of preferred stock, par value two
cents ($0.02) per share ("Preferred Stock");
2. Ninety Million (90,000,000) shares of common stock, par value two
cents ($0.02) per share ("Common Stock").
SECOND: That thereafter, at the Annual Meeting of stockholders of the
Corporation held on May 18, 2006, the stockholders adopted a resolution
approving the foregoing amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its authorized officer this 29th day of June, 2006.
EURONET WORLDWIDE, INC.
By: /s/ Jeffrey B. Newman
----------------------
Jeffrey B. Newman
Executive Vice President,
General Counsel and Secretary
STINSON (816) 691-2763
MORRISON www.stinsonmoheck.com
HECKER LLP
Exhibit 5.1
1201 Walnut, Suite 2900
Kansas City, MO 64106-2150
Tel (816) 842-8600
Fax (888) 495-2360
August 10, 2006
Euronet Worldwide, Inc.
4601 College Boulevard
Suite 300
Leawood, Kansas 66211
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Euronet Worldwide, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") by the Company on or about the date hereof under
the Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to 4,000,000 shares of the Company's common stock, $0.02 par value per
share (collectively, the "Shares"), to be issued by the Company under its 2006
Stock Incentive Plan ("Plan").
In connection therewith, we have relied upon, among other things, our
examination of such documents, records of the Company and certificates of its
officers and public officials as we have deemed necessary for purposes of the
opinions expressed below. We express no opinion as to matters under or involving
the laws of any jurisdiction other than the corporate law of the State of
Delaware and the federal law of the United States of America.
For purposes of the opinion expressed below, we have assumed (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals and (iii) the due
authorization, execution and delivery of all documents by all parties and the
validity, binding effect and enforceability thereof (other than the
authorization, execution and delivery of documents by the Company). This opinion
assumes that the provisions of the Company's Certificate of Incorporation will
not be amended after the date hereof.
Based upon and subject to the foregoing, and having regard for such legal
considerations as we have deemed relevant, assuming that upon issuance such
shares together with all shares of Common Stock previously issued or reserved
for issuance and not duly and lawfully retired do not exceed 90,000,000 shares,
and assuming that the consideration paid for such shares complies with the
applicable provisions of the Delaware General Corporation Law and the Delaware
Constitution regarding the
Euronet Worldwide, Inc.
August 10, 2006
Page 2
form and amount of consideration required for valid issuance of capital stock,
upon the issuance and sale of said 4,000,000 shares for the consideration and
upon the terms and conditions set forth in the Plan, said shares will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and the reference to our firm in the
Registration Statement.
We do not undertake to advise you of any changes in the opinions expressed
herein from matters that might hereafter arise or be brought to our attention.
Very truly yours,
STINSON MORRISON HECKER LLP
/s/ Stinson Morrison Hecker LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Euronet Worldwide, Inc.
We consent to the incorporation by reference in the Registration Statement, Form
S-8 used to register four million common shares pursuant to the 2006 Stock
Incentive Plan of Euronet Worldwide, Inc. of our report dated March 8, 2006 with
respect to the consolidated balance sheets of Euronet Worldwide, Inc. and
subsidiaries as of December 31, 2005 and 2004, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 2005, and our report
dated March 8, 2006 with respect to management's assessment of the effectiveness
of the Company's internal control over financial reporting as of December 31,
2005 and the effectiveness of the Company's internal control over financial
reporting as of December 31, 2005.
Our report dated March 8, 2006 on management's assessment of the effectiveness
of internal control over financial reporting and the effectiveness of internal
control over financing reporting as of December 31, 2005 contains an explanatory
paragraph that states Euronet Worldwide, Inc. acquired Telerecarga S.A.
(Telerecarga) and Instreamline S.A. (Instreamline) during 2005, and management
excluded from its assessment of the effectiveness of Euronet Worldwide, Inc.'s
internal control over financial reporting as of December 31, 2005 Telerecarga's
and Instreamline's internal control over financial reporting associated with
total assets of $110.8 million and total revenues of $25.5 million, included in
the consolidated financial statements of Euronet Worldwide, Inc. and
subsidiaries as of and for the year ended December 31, 2005. Our audit of
internal control over financial reporting of Euronet Worldwide, Inc. and
subsidiaries also excluded an evaluation of the internal control over financial
reporting of Telerecarga and Instreamline.
/s/ KPMG LLP
Kansas City, Missouri
August 9, 2006