As filed with the Securities and Exchange Commission on July __, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EURONET SERVICES 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 NO.)
HORVAT U. 14-24
1027 BUDAPEST
HUNGARY
011-361-224-1000
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
EURONET SERVICES INC.
STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
CT CORPORATION SYSTEM
1633 BROADWAY
NEW YORK, NEW YORK 10019
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(212) 664-7666
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
ARNOLD R. WESTERMAN, ESQ.
ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
1050 CONNECTICUT AVENUE, N.W.
WASHINGTON, DC 20036-5339
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE
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COMMON STOCK, $.02 PAR VALUE 2,000,000 $2.25 $4,500,000 $1,251
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(1) Plus such additional number of shares as may be required pursuant to the
plans in the event of a stock dividend, split-up of shares, recapitalization or
other similar change in the Common Stock. This registration statement
constitutes the latest registration statement of a combined prospectus pursuant
to Rule 429 of the Securities Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h)(1) of the Securities Act of 1933 and based
on the average of the high and low prices of the Common Stock as quoted on the
Nasdaq National Market on JULY 20, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* 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 428 under the
Securities Act of 1933, as amended, and the Note to Part I of
Form S-8.
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 by
reference in this registration statement:
1. The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.
2. All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since the end
of the fiscal year ended December 31, 1998.
3. The description of the registrant's Common Stock contained in
the registration statement on Form 8-A (No. 0-22167), filed on
February 21, 1997 with the Commission pursuant to Section 12 of
the Securities Exchange Act of 1934, including any subsequent
amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 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 of 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 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 so modified or superseded
to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, as amended,
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 Delaware General Corporation Law, as amended,
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 Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
Articles EIGHTH and NINTH of the registrant's certificate of
incorporation provide for the elimination of personal liability of a director
for breach of fiduciary duty as permitted by Section 102(b)(7) of the Delaware
General Corporation Law.
Article VII of the registrant's by-laws, as amended, provides that the
registrant shall indemnify directors and officers to the fullest extent
permitted by the Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index on page 6.
ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this registration statement 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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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; and
2_
(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 further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
3_
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 ____________________, on the ___ day of June, 1999.
EURONET SERVICES INC.
By:_____________________________________
Michael J. Brown
Chief Executive Officer and President
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Michael J. Brown and/or Daniel R. Henry true and
lawful attorney-in-fact and agent with power of substitution and resubstitution,
for him, and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post effective amendments) to this
registration statement on Form S-8, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Commission,
granting unto said attorney-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 to comply with the provisions of the Securities Act of 1933 and all
requirements of the Commission, hereby ratifying and confirming all that said
attorney-in-fact or any of them, or their or his or her substitutes, may
lawfully 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 in the
capacities and on the date indicated:
SIGNATURES TITLE DATE
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- ------------------------------------ Chairman of the Board of Directors, June __, 1999
Michael J. Brown Chief Executive Officer and President
Director and Chief Operating Officer June __, 1999
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Daniel R. Henry
- ------------------------------------ Director June__, 1999
Steven J. Buckley
- ------------------------------------ Director June__, 1999
Eriberto R. Socimara
- ------------------------------------- Director June __, 1999
Andizej Oledowski
- ------------------------------------- Director June __, 1999
Thomas A. McDonnell
4_
- ------------------------------------ Director June __, 1999
Nicholas B. Callinan
Chief Financial Officer and June __, 1999
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Dan Stevens Chief Accounting Officer
5_
EXHIBIT INDEX
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Exhibit
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4. Instruments defining the rights of security holders:
(a) Euronet Services Inc. Stock Option Plan (incorporated by
reference to Appendix A to the registrant's definitive proxy
statement filed with the Commission on June 26, 1998 (file no.
000-22167)).
5. Opinion of Arent Fox Kintner Plotkin & Kahn re: validity of securities
registered.
23. Consents of experts and counsel:
(a) Consent of KPMG Polska Sp. z o.o. (certified public
accountants)
(b) Consent of Arent Fox Kintner Plotkin & Kahn (counsel):
included in exhibit 5
24. Power of Attorney: included on signature page.
6_
EXHIBIT 5 OPINION OF ARENT FOX KINTNER PLOTKIN &
KAHN RE: VALIDITY OF SECURITIES
REGISTERED
[ARENT FOX ATTORNEY AT LAW LOGO AND LETTERHEAD APPEARS HERE]
ARNOLD R. WESTERMAN
Arent Fox Kintner Plotkin & Kahn, PLLC Direct 202/857-6243
1050 Connecticut Avenue, NW
Washington, DC 20036-5339 westerma@arentfox.com
Phone 202/857-6000 Fax 202/857-6395
www.arentfox.com
June 24, 1999
The Board of Directors EURONET SERVICES INC.
Horvat U. 14-24
1027 Budapest
Hungary
011-361-224-1000
Gentlemen:
We have acted as counsel to Euronet Services Inc., (the "Company"),
with respect to the Company's Registration Statement on Form S-8, filed by the
Company with the Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securities Act of 1933, as amended,
of 2,000,000 shares of Common Stock, $.02 par value (the "Shares"), subject to
the Euronet Services Inc. Stock Option Plan (the "Stock Option Plan").
As counsel to the Company, we have examined the Company's Certificate
of Incorporation and such records, certificates and other documents of the
Company, as well as relevant statutes, regulations, published rulings and such
questions of law, as we considered necessary or appropriate for the purpose of
this opinion.
Based on the foregoing, we are of the opinion that the 2,000,000 Shares
subject to the Stock Option Plan, when issued and paid for in accordance with
the terms of the Stock Option Plan will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement. In giving this consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the General Rules and Regulations
thereunder.
Very truly yours,
ARENT FOX KINTNER PLOTKIN & KAHN
By: /s/ Arnold R. Westerman
Arnold R. Westerman
[KPMG LETTERHEAD APPEARS HERE]
EXHIBIT 23(A) KPMG POLSKA SP. Z O.O.
(CERTIFIED PUBLIC ACCOUNTANTS)
The Board of Directors
Euronet Services Inc. and subsidiaries:
We consent to the incorporation by reference in the registration statement
(No-33-XXXX) on Form S-8 of Euronet Services Inc. of our report dated March 17,
1998, with respect to the consolidated balance sheets of Euronet Services Inc.
and subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1997, which report
appears in the Form 10-K of Euronet Services Inc. dated March 31, 1998.
KPMG Polska Sp. z o.o.
/s/ KPMG
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Warsaw, Poland
17 May 1999