As filed with the Securities and Exchange Commission on August 11, 2011
Registration No. 333-
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 (State or other jurisdiction of incorporation or organization) | 74-2806888 (I.R.S. Employer Identification No.) |
3500 College Boulevard Leawood, Kansas (Address of Principal Executive Offices) | 66211 (Zip Code) |
Euronet Worldwide, Inc. Employee Stock Purchase Plan
(Full title of the plan)
Michael J. Brown
Chairman and Chief Executive Officer
Euronet Worldwide, Inc.
3500 College Boulevard
Leawood, Kansas 66211
(913) 327-4200
(Name, address and telephone number of agent for service)
Copies to:
Jeffrey B. Newman Executive Vice President, General Counsel & Secretary Euronet Worldwide, Inc. 6565 Knott Ave. Buena Park, CA 90620 (562) 345-2100 | John A. Granda, Esq. Patrick Respeliers, Esq. Stinson Morrison Hecker LLP 1201 Walnut Kansas City, Missouri 64106 (816) 842-8600 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ | Accelerated Filer |
Non-accelerated filer (do not check if a smaller reporting company) | Smaller reporting company |
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
Common Stock, $0.02 Par value per share | 500,000 | $12.75 | $6,375,000 | $740.14 |
Preferred Share Purchase Rights (3) | 500,000 | (4) | (4) | (4) |
(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) The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon 85% (see explanation in following sentence) of the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Select Market on August 10, 2011 because the price at which the shares may be purchased under the Employee Stock Purchase Plan ("ESPP") in the future is not currently determinable. Pursuant to the ESPP, which plan is incorporated by reference herein, the Offering Price (as defined in the ESPP) of a share of Common Stock shall mean an amount equal to 85% of the Fair Market Value (as defined in the ESPP) of a share of Common Stock on the Commencement Date (as defined in the ESPP) or the Offering Termination Date (as defined in the ESPP), whichever is lower.
(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.
_____________________________________________________________________________________
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Euronet Worldwide, Inc. (the "Registrant"), to register an additional 500,000 shares of the Registrant's Common Stock, par value $0.02 per share (the "Common Stock") and associated preferred stock purchase rights, which are available for issuance under the Euronet Worldwide, Inc. Employee Stock Purchase Plan, as amended and restated (the "Plan").
Pursuant to General Instruction E to Form S-8, the Registrant hereby incorporates by reference into this registration statement the entire contents of, including all documents incorporated by reference or deemed incorporated by reference into, its registration statement on Form S-8 (File No. 333-102875) filed with the Securities and Exchange Commission (the "Commission") on January 31, 2003 with respect to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed (other than the portions of those documents furnished or otherwise not deemed to be filed) by the Registrant with 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, 2010, including portions of the Registrant's Definitive Proxy Statement filed with the Commission on April 12, 2011 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, 2010; |
3. | The description of the Registrant's Common Stock contained in the registration statement on Form 8-A/A, filed with the Commission on November 24, 2004 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 with the Commission on November 24, 2004 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 (other than the portions of those documents furnished or otherwise not deemed to be 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 of the securities then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be 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 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.
Item 6. Indemnification of Directors and Officers.
As permitted by the Delaware General Corporation Law of the State of Delaware (the "DGCL"), the Registrant's Certificate of Incorporation provides its directors will not be personally liable to the Registrant 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.
Section 145 of the DGCL gives the Registrant the power, subject to certain conditions and limitations, 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, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
Article Eighth of the Registrant's Certificate of Incorporation provides that the Registrant shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director or an officer of the Registrant, or is or was a director or officer of the Registrant serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, to the fullest extent permitted by Section 145 of the DGCL, as it may be amended from time to time.
The Registrant maintains insurance for the benefit of its directors and officers to insure these persons against certain liabilities, including liabilities under the securities laws.
The Registrant has also entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements supplement existing indemnification provisions of the Registrant's Certificate of Incorporation and Bylaws and, in general, provide for indemnification of and advancement of expenses to the indemnified party, subject to the terms and conditions provided in the indemnification agreement. The indemnification agreements also establish processes and procedures for indemnification claims, advancement of expenses and other determinations with respect to indemnification.
Item 8. Exhibits.
See the Exhibit Index hereto, which is incorporated herein by reference.
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 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 11th day of August, 2011.
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 Rick L. Weller, 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, her 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, 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 August 11, 2011
Michael J. Brown Directors, Chief Executive Officer
and Director (Principal Executive
Officer)
/s/ Rick L. Weller Chief Financial Officer and August 11, 2011
Rick L. Weller Chief Accounting Officer
(Principal Financial and
Accounting Officer)
/s/ Paul S. Althasen Director August 11, 2011
Paul S. Althasen
/s/ Lu M. Cordova Director August 11, 2011
Lu M. Cordova
/s/ Thomas A. McDonnell Director August 11, 2011
Thomas A. McDonnell
/s/ Andrzej Olechowski Director August 11, 2011
Andrzej Olechowski
/s/ Andrew B. Schmitt Director August 11, 2011
Andrew B. Schmitt
/s/ Eriberto R. Scocimara Director August 11, 2011
Eriberto R. Scocimara
/s/ M. Jeannine Strandjord Director August 11, 2011
M. Jeannine Strandjord
EXHIBIT INDEX
The following Exhibits are filed herewith or incorporated by reference herein as part of this Registration Statement.
Exhibit Number Description
4.1 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 Registrant's Current Report on Form 8-K filed on March 24, 2003, and incorporated by reference herein)
4.2 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 Registrant's Current Report on Form 8-K filed on December 4, 2003, 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)
99.1 Euronet Worldwide, Inc. Employee Stock Purchase Plan, as amended (filed as Exhibit 10.1 to the Registrant's Form 10-Q filed on August 4, 2011, and incorporated by reference herein)
STINSON
MORRISON
HECKER LLP
(816) 691-2763
wwwstinsonrnoheck.com
Exhibit 5.1
1201 Walnut, Suite 2900
Kansas City, MO 64106-2150
Tel (816) 842-8600
Fax (888) 495-2360
August 11, 2011
Euronet Worldwide, Inc.
3500 College Boulevard
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 registration of an additional 500,000 shares of the Company’s common stock, $0.02 par value per share (the "Shares"), available for issuance by the Company under its Employee
Stock Purchase Plan (the "Plan"), including the associated preferred stock purchase rights ("Rights") issued pursuant to the Rights Agreement dated as of March 21, 2003 between the Company and EquiServe Trust Company, N.A., as amended ("Rights Agreement").
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 genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than 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 form and amount of consideration required for valid issuance of capital stock, upon the issuance and sale of said 500,000 Shares for the consideration and upon the terms and conditions set forth in the Plan, we are of the opinion that the Shares and the Rights will be legally issued, fully paid and non-assessable.
The opinions set forth above as they relate to the Rights are limited to the legal issuance of the Rights. We do not express any opinion herein with respect to any other aspect of the Rights, the effect of equitable principles or fiduciary considerations relating to the adoption of the Rights Agreement or the issuance of the Rights or the
enforceability or any particular provisions of the Rights Agreement.
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.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules of the Commission.
Sincerely,
/s/ Stinson Morrison Hecker LLP
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Euronet Worldwide, Inc.:
We consent to the use of our report with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein.
/s/ KPMG LLP
Kansas City, Missouri
August 8, 2011