As filed with the Securities and Exchange Commission on April 1, 1997
Registration No. 000-22-167
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
Euronet Services Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S><C>
Delaware 74-2806888
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
Zsigmond Ter 10
H-1023 Budapest
Hungary
011-361-335-1224
(Address of Principal Executive Offices, Including Zip Code)
EURONET LONG-TERM INCENTIVE STOCK OPTION PLAN
(Full Title of the Plans)
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:
Carter Strong, Esq.
Arent Fox Kintner Plotkin & Kahn
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 Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S><C>
Common Stock, $.02 par value 2,413,586 $(1) $20,787,874(1) $6,299
===================================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. Of the 2,413,586 shares being registered
hereby, (i) 396,396 shares are subject to options with an exercise price of $.71
per share ($281,442 in the aggregate), (ii) 110,110 shares are subject to
options with an exercise price of $.95 per share ($104,605 in the aggregate),
(iii) 413,700 shares are subject to options with an exercise price of $1.43 per
share ($591,591 in the aggregate), (iv) 70,000 shares are subject to options
with an exercise price of $2.14 per share ($149,800 in the aggregate) and (iv)
the remaining 1,423,380 shares which are being registered based on the average
of the high and low prices of the Common Stock quoted on the Nasdaq National
Market on March 26, 1997 of $13.8125 ($19,660,436 in the aggregate).
<PAGE>
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 (the "Securities Act"), 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 Registration Statement on Form S-1 and all
amendments thereto (File No. 333-18121).
2. Registrant's Form 8-A Registration Statement filed pursuant to
Section 12 of the Exchange Act, containing a description of
the Registrant's common stock ("Shares"), including any
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 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 of such documents.
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
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<PAGE>
may 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 to the fullest extent permitted by Section 145 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 Registrant Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(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 set forth in this Registration
Statement;
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<PAGE>
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed 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 Registrant hereby further 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 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, unless in the opinion of its counsel the matter has
been settled by controlling precedent, will 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.
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<PAGE>
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 Budapest, Country of Hungary, on the 1st day of
April, 1997.
Euronet Services Inc.
By: /s/ Daniel R. Henry
-----------------------
Daniel R. Henry
Chief Operating Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Daniel R. Henry and/or Michael J. Brown 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 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, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated:
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Signatures Title Date
---------- ----- ----
<S><C>
/s/ Michael J. Brown Chairman of the Board, April 1, 1997
- ------------------------------------ Chief Executive Officer and President
Michael J. Brown
/s/ Daniel R. Henry Director and Chief Operating Officer April 1, 1997
- ------------------------------------
Daniel R. Henry
/s/ Stephen J. Buckley Director April 1, 1997
- ------------------------------------
Stephen J. Buckley
/s/ Eriberto R. Scocimara Director April 1, 1997
- ------------------------------------
Eriberto R. Scocimara
/s/ Andrzej Olechowski Director April 1, 1997
- ------------------------------------
Andrzej Olechowski
/s/ Thomas A. McDonnell Director April 1, 1997
- ------------------------------------
Thomas A. McDonnell
/s/ Nicholas B. Callinan Director April 1, 1997
- ---------------------------
Nicholas B. Callinan
/s/ Bruce Colwill Chief Financial Officer and Chief April 1, 1997
- ------------------------------------ Accounting Officer
Bruce Colwill
</TABLE>
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<PAGE>
EXHIBIT INDEX
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Exhibit Page
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4. Instruments defining the rights of securityholders:
(a) Euronet Long-Term Incentive Stock Option Plan and form of Stock Option Agreement....................7
5. Opinion of Arent Fox Kintner Plotkin & Kahn re: validity of securities registered...............................12
23. Consents of experts and counsel:
(a) Consent of KPMG Polska Sp. z o. o. (certified public accountants)..................................13
(b) Consent of Arent Fox Kintner Plotkin & Kahn (counsel): included in exhibit 5.......................12
24. Power of Attorney: included on signature page.
</TABLE>
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EXHIBIT 4(a)
Euronet Long-Term Incentive Stock Option Plan and Form of Stock Option Agreement
<PAGE>
EURONET LONG-TERM INCENTIVE
STOCK OPTION PLAN
1. Purpose of Plan. The purpose of the Euronet Long-Term
Incentive Plan (the "Plan") is to (i) increase the ownership of common
stock of Euronet Services Inc. (the "Company") by those key employees or
independent consultants who are primarily responsible for the continued
growth, development and financial success of the Company and its
subsidiaries, and (ii) attract and retain such employees and consultants
and reward them for the continued profitable performance of the Company and
its subsidiaries.
The Plan was adopted by the Board of Directors of the Company (the
Board") on December 17, 1996. Certain stock option grants were made to employees
and consultants of the Company or its subsidiaries in agreements made prior to
the date of adoption of this Plan. This Plan is intended to incorporate and
supersede all such grants which shall, from the date the grantees under such
grants so acknowledge, be governed by this Plan.
2. Definitions. The following definitions are applicable herein:
"Adoption Date" -- December 17, 1996, the date on which the original
version of this Plan was adopted by the Board.
"Award" -- individually or collectively, Options granted hereunder.
"Board" -- the Board of Directors of the Company.
"Company" -- Euronet Services Inc., acting for purposes of this plan
through the Board. The term "Company" as used herein shall also include any
successor to the Company as provided in Section 9.6 of this Plan.
"Date of Grant" -- the date on which the grant of an Award is
authorized by the Company or such other date as may be specified by the Company
in such authorization.
"Date of Retirement" -- the date on which an employee of the Company or
a Subsidiary retires from such employment or the effective date of an Early
Retirement.
"Early Retirement" -- the retirement of an employee of the Company or a
Subsidiary prior to the legally mandated age of retirement, if any, or that age
provided in applicable policies of the Company as such may be instituted from
time to time.
"Eligible Person" -- any person employed or retained as a consultant by
the Company or a Subsidiary on a regular basis who satisfies all of the
requirements of Section 5.3.
"Fair Market Value" -- the greater of (i) the per share price at which
shares of the Company were issued to or purchased by any party in the last
transaction occurring prior to the date of the exercise of the Option, and (ii)
the net book value of the Company, divided by the number of the Company shares
outstanding at the time of the exercise of an Award by a Participant; provided
that the Fair Market Value shall always be at least equal to the par value of
the Stock. In the event that a public market is created for shares, then the
Fair Market Value of a share of common stock on any day shall be the closing
sale quotation on the market with respect to which such shares are traded as
reported for such day or, if no such quotation is reported for such day, the
average of the high bid and low asked price of common stock as reported for such
day. If no quotation is made for the applicable day, the Fair Market Value of a
share of common stock on such day shall be determined in the manner set forth in
the preceding sentence using quotations for the next preceding day for which
there were quotations, provided that such quotations shall have been made
<PAGE>
within the ten (10) "trading" days preceding the applicable day.
Notwithstanding the foregoing, if no such information is available or if
otherwise deemed necessary or appropriate by the Option Committee, the Fair
Market Value of a share of common stock on any day shall be determined in good
faith by the Option Committee taking into account all relevant material facts
and circumstances.
"Milestone Award" -- an award or option for Milestone Stock granted
under Section 6.
"Milestone Stock" -- shares of series A preferred stock in the Company
authorized but unissued for the purposes of granting Milestone Awards pursuant
to Section 6.
"Option" or "Stock Option" -- an option granted under Section 5 of this
Plan.
"Option Committee" -- an Option Committee created by the Board. It is
acknowledged that no such committee exists as of the time of the adoption of
this Plan and until such creation all functions attributed hereunder to the
Option Committee shall be exercised by the Board.
"Optionee" -- any person to whom an Option is granted under this Plan.
"Option Period" or "Option Periods" -- the period or periods during
which an Option is exercisable as described in Section 5.6.
"Option Shares" -- shares purchase by an Optionee under an Option.
"Participant" -- an Eligible Person who has been granted an Award under
this Plan.
"Person" -- any individual or legal entity of any form whatsoever.
"Plan" -- this Euronet Long Term Incentive Stock Option Plan.
"Securities Act" -- the laws and regulations of any jurisdiction
governing the issuance and trading of securities, including, without limitation,
the U.S. Securities Act of 1933.
"Stock Option Agreement" -- an agreement entered into by an Optionee
and the Company pursuant to Section 5 of this Plan.
"Subsidiary" -- any corporation of which 50% or more of the outstanding
voting stock or voting power is beneficially owned, directly or indirectly, by
the Company.
"Termination" -- termination of the employment or the consulting
arrangement of a person with the Company or any Subsidiary. The Company may, in
its discretion, determine whether any "leave of absence" constitutes a
Termination for purposes of this Plan and the impact, if any, of any such leave
of absence on Awards made under this Plan. The Company shall have the right to
determine whether the termination of a Participant's employment or consulting
arrangement is a dismissal for cause and the date of Termination in such case,
which date the Company may retroactively deem to be the date of the action that
constitutes cause for dismissal. Such determinations of the Company shall be
final, binding and conclusive.
"Vested Shares" -- shares of Stock with respect to which an Optionee's
purchase right under an Option has vested in accordance with the terms of
Section 5.6.
3. Effective Date and Duration.
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<PAGE>
3.1 Effective Date. This Plan shall be effective as of the
Adoption Date.
3.2 Period for Grant of Awards. Awards may be made as
provided herein for a period of ten (10) years after the Adoption Date.
3.3 Termination. This Plan shall continue in effect until all
matters relating to the payment of Awards and administration of the Plan have
been settled.
4. Administration.
4.1 The Board; Option Committee. The Plan shall be
administered in accordance with the terms of this Plan document by the Board or
a committee thereof, provided that all questions of interpretation regarding the
terms and conditions pursuant to which Awards are granted, exercised or
forfeited under the provisions hereof, shall be subject to the determination of
the Board or the Option Committee, as the case may be. Any such determination
shall be final and binding upon all parties affected thereby.
4.2 Indemnification. Each member of the Board or the Option
Committee (and each person to whom any of them has delegated any authority or
power under this Plan) shall be indemnified and held harmless by the Company
against and from (i) any loss, cost, liability, or expense that may be imposed
upon or incurred by such person in connection with or resulting from any claim,
action, suit, or proceeding to which such person may be a party or in which such
person may be involved by reason of any action or failure to act under the Plan;
and (ii) any and all amounts paid by such person in satisfaction of judgment in
any such action, suit, or proceeding relating to the Plan. Each person covered
by this indemnification shall give the Company an opportunity, at its own
expense, to handle and defend the same before such person undertakes to handle
and defend it on such person's own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Articles of Incorporation or
By-Laws of the Company or any of its Subsidiaries, as a matter of law, or
otherwise, or of any other power that the Company may have to indemnify such
person or hold such person harmless.
4.3 Reliance on Reports. Each member of the Board or the
Option Committee (and each person to whom any of them has delegated any
authority or power under this Plan) shall be fully justified in relying or
acting in good faith upon any report made by the independent public accountants
of the Company and its Subsidiaries and upon any other information furnished in
connection with the Plan. In no event shall any person who is or shall have been
a member of the Board or the Option Committee be liable for any determination
made or other action taken or any omission to act in reliance upon any such
report or information or for any action taken, including the furnishing of
information, or failure to act, if in good faith.
5. Stock Options.
5.1 Grant of Stock Options. The Company may, from time to
time, grant Stock Options for shares of common stock in the Company to one or
more Eligible Persons, provided that: (i) all grants must be approved in advance
by the Board; (ii) the aggregate number of shares of Stock subject to Stock
Options under this Plan, subject to any adjustment pursuant to Section 5.11, may
not exceed Two Million Four Hundred Thirteen Thousand Five Hundred and
Eighty-Six (2,413,586) shares; (iii) in the event that a Stock Option lapses or
the rights of the Participant to whom it as granted terminate, any shares of
Stock subject to such Option shall again be available for the grant of an
Option to another Eligible Person under this Plan; and (iv) shares of Stock
delivered by the Company under this Plan may be either authorized and unissued
Stock, Stock held in the treasury of the Company or Stock purchased on the open
market (including private purchases), in accordance with any applicable
Securities Act.
3
<PAGE>
5.2 Payment Nature of Option. All Options granted shall be in
consideration of services performed for the Company or its Subsidiaries by the
Optionee. All Options granted shall constitute a special incentive payment to
the Optionee and shall not be taken into account in computing the amount of
salary or compensation of the Optionee for the purpose of determining any
benefits under any pension, retirement, profit-sharing, bonus, life insurance or
other benefit plan of the Company or under any agreement between the Company and
the Optionee, unless such plan or agreement specifically otherwise provides.
5.3 Eligibility. Key employees and consultants of the Company
and its Subsidiaries (including employees and consultants who are members of the
Board) who, in the opinion and sole discretion of the Company, are primarily
responsible for the continued growth and development and financial success of
the business of the Company or one or more of its Subsidiaries shall be eligible
to be granted Awards under the Plan. Subject to the provisions of this Plan, the
Company may from time to time select from such Eligible Persons those to whom
Awards shall be granted and determine the nature and amount of each Award. The
Company shall not be under any obligation to grant any employee or consultant of
the Company or its Subsidiaries an Award under this Plan.
5.4 Non-Uniform Determinations. The Company's determinations
under this Plan need not be uniform and may be made by it selectively among
Eligible Persons who receive, or are eligible to receive, Options (whether or
not such persons are similarly situated). Without limiting the generality of the
foregoing, the Company shall be entitled, among other things, to make
non-uniform and selective determinations which may, inter alia, reflect the
specific terms of individual employment or consulting agreements, and to enter
into non-uniform and selective Option Agreements, as to (a) the persons
qualified to receive Options and (b) the terms and conditions of Options.
5.5 Number of Shares of Stock Subject to Option. In
determining the size of Options to be granted, the Company shall take into
account a prospective Participant's job responsibilities, level, performance,
potential, cash compensation level, the Fair Market Value of the Stock at the
time of granting the Award, as well as such other considerations it deems
appropriate.
5.6 Stock Option Terms. Each Option granted under this Plan
shall be evidenced by a Stock Option Agreement between the Company and the
Participant under terms and conditions approved by the Company, provided,
however, that unless otherwise provided in the Stock Option Agreement, the
following terms and conditions shall apply:
(1) The Optionee's right to exercise the Options
granted shall vest over a period of five years, in five tranches, each equal
to one-fifth of the total number of shares of Stock which are the subject of an
Option grant. One tranche shall vest on each anniversary of the Date of Grant
for five years after the Date of Grant.
(2) The Options are exercisable with respect to
Vested Shares either in total or in part, with a partial exercise not affecting
the exercisability of the balance of the Option.
(3) Each Option shall cease to be exercisable as
to any share of Stock, at the earliest of (i) the Optionee's purchase of the
entire amount of Stock to which the Option relates or (ii) the lapse of the
Option in accordance with Section 5.8 below.
(4) Options are not transferable by the Optionee
except by will or the laws of descent and distribution and shall be
exercisable (i) during the Optionee's lifetime only by the Optionee or by
the Optionee's guardian or legal representative or (ii) after an
Optionee's death by the representative of the
4
<PAGE>
estate of the Optionee as provided in Section 5.8. In the event a Stock Option
Agreement establishes an Option Period which does not begin immediately upon the
grant thereof, such agreement may initially provide, or the Company may at any
time thereafter unilaterally amend it to provide, for the immediate
exercisability of the Option granted therein upon the occurrence of events
determined by the Company, in its sole discretion, to justify such immediate
exercisability.
(5) The Option price per share of Stock shall be
100% of the Fair Market Value at the Date of Grant. The Option price shall be
payable in cash, in full, at the time of the exercise of the Option.
5.7 Dividend Equivalency. Any Option may, in the discretion of
the Company, provide for dividend equivalency rights under which the Participant
shall be entitled to additional payments, in the nature of compensation, equal
to the amount of dividends which would have been paid, during the period such
Option is held, on the number of shares of Stock equal to the number of shares
subject to such Option.
5.8 Lapse of Option. An Option will lapse upon the first
occurrence of one of the following circumstances: (i) 10 years from the Date of
Grant; (ii) on the 90th day following the Optionee's Date of Retirement; (iii)
on the date which is 60 days after an Optionee's Termination; or (iv) at the
expiration of the Option Period set forth in the Stock Option Agreement. If,
however, the Optionee dies within the Option Period and prior to the lapse of
the Option, the Option shall lapse unless it is exercised within the Option
Period or six months from the date of the Optionee's death, whichever is
earlier, by the Optionee's legal representative or representatives or by the
person or persons entitled to do so under the Optionee's will or, if the
Optionee shall fail to make a testamentary disposition of such Option or shall
die intestate, by the person or persons entitled to receive said Option under
the applicable laws of descent and distribution.
5.9 Change in Control.
(1) "Change In Control" shall be deemed to have
occurred upon the happening of any of the following events: (i) any Person or
group of Persons (other than any shareholder of the Company as of the
Adoption Date), becomes the owner, directly or indirectly, whether by
purchase, acquisition or otherwise, of 50% or more of the outstanding shares
of the Company; or (ii) the Company's shareholders approve an agreement
to merge, consolidate, liquidate, or sell all or substantially all of the
Company's assets. The Company shall give prompt notice to all Optionees in
the event it becomes aware that a Change In Control has occurred.
(2) Upon the event of a Change in Control: (i)
any Option outstanding prior to the date of the Change in Control shall
become, notwithstanding any other provision of this Plan or any Stock
Option Agreement, fully vested and immediately exercisable; and (ii) the
Company may, in its sole discretion and subject to the provisions of Section 7
below, amend any Stock Option Agreement in such manner as it deems
appropriate, but only as to those Options which have not been exercised.
(3) Whenever deemed appropriate by the Company,
any action referred to in Section 5.9(2)(ii) may be made conditional upon
the consummation of the applicable Change in Control transaction.
5.10 Restrictions. In furtherance of the foregoing, at the
time of any exercise of an Option, the Company may, if it shall determine it
necessary or desirable for any reason, require the Optionee, as a condition to
the exercise thereof, to deliver to the Company a written representation of the
Optionee's present intention to purchase the Stock for investment and not for
distribution. Each Option shall also be subject to the requirement that, if at
any time the Company determines, in its discretion, that either
5
<PAGE>
(i) the registration or qualification of Stock subject to an Option under any
Securities Act, or (ii) the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the issue or purchase of Stock thereunder, the Option may not be
exercised in whole or in part unless such registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Company.
5.11 Changes in Capital Structure. In the event of any change
in the outstanding shares of Stock by reason of any stock dividend or split,
recapitalization, combination or exchange of shares or other similar changes in
the Stock, then appropriate adjustments shall be made in the shares of Stock
theretofore awarded to the Optionees and in the aggregate number of shares of
Stock which may be awarded pursuant to the Plan. Such adjustments shall be made
by the Company and shall be binding and conclusive for all purposes. Additional
shares of Stock issued to a Optionee as the result of any such change shall bear
the same restrictions as the shares of Stock to which they relate.
6. Other Payments or Options. Nothing contained in this Plan
shall be deemed, in any way, to limit or restrict the Company from granting an
option to purchase Stock or payment to any person under any other plan,
arrangement or understanding, whether now existing or hereafter in effect.
7. Amendment and Termination. The Board may, from time to
time, suspend, discontinue, revise or amend this Plan in any respect
whatsoever provided however that no such amendment shall materially impair
any rights or materially increase any obligations under any outstanding
Award without the consent of the Participant (or, upon the Participant's death
or adjudication of mental incapacity, the person having the right to exercise
the Award).
8. Miscellaneous Provisions.
8.1 Non-transferability. No benefit provided under this Plan
shall be subject to alienation or assignment by a Optionee (or by any person
entitled to such benefit pursuant to the terms of this Plan), nor shall it be
subject to attachment or other legal process of whatever nature. Any attempted
alienation, assignment or attachment shall be void and of no effect whatsoever.
Payment shall be made only to the Optionee entitled to receive the same or said
Optionee's authorized legal representative.
8.2 No Employment Right or Right of Retainer. Neither this
Plan nor any action taken hereunder shall be construed as giving any right to be
retained as an officer, employee or consultant of the Company or any of its
Subsidiaries.
8.3 Tax Withholding. Either the Company or a Subsidiary, as
appropriate, shall have the right to deduct from all Awards paid in cash any
taxes as it deems to be required by law to be withheld with respect to such cash
payments. In the case of Awards paid in Stock, the employee or other person
receiving such Stock may be required to pay to the Company or a Subsidiary, as
appropriate, the amount of any such taxes which the Company or a Subsidiary is
required to withhold with respect to such Stock. At the request of an
Optionee, or as required by law, upon the exercise of an Option, such sums
as may be required for the payment of any estimated or accrued income tax
liability may be withheld or paid by the Optionee to the Company and remitted to
the governmental entity entitled to receive the same.
8.4 Fractional Shares. Any fractional shares concerning Awards
shall be eliminated at the time of payment or payout by rounding down for
fractions of less than one-half and rounding up for fractions of equal to or
more than one-half. No cash settlements shall be made with respect to fractional
shares eliminated by rounding.
8.5 Government and Other Regulations. The obligation of the
Company to make
6
<PAGE>
payment of Awards in Stock or otherwise shall be subject to all applicable
laws, rules and regulations, and to such approvals by any government agencies
as may be required. If Stock awarded under the Plan may in certain
circumstances be exempt from registration under the Securities Act, the Company
may restrict its transfer in such manner as it deems advisable to ensure such
exempt status.
8.6 Company Successors. In the event the Company becomes a
party to a merger, consolidation, sale of substantially all of its assets or any
other corporate reorganization in which the Company will not be the surviving
corporation or in which the holders of the Stock will receive securities of
another corporation (in any such case, the "New Company"), then the New Company
shall assume the rights and obligations of the Company under this Plan.
8.7 Governing Law. All matters relating to the Plan or to
Awards granted hereunder shall be governed by the laws of the Netherlands
Antilles, without regard to the principles of conflict of laws.
8.8 Relationship to Other Benefits. No payment under the Plan
shall be taken into account in determining any benefits under any other pension,
retirement, profit-sharing or group insurance plan of the Company or any
Subsidiary.
8.9 Expenses. The expenses of administering the Plan shall be
borne by the Company and its Subsidiaries.
8.10 Titles and Headings. The titles and headings of the
sections in the Plan are for convenience of reference only, and in the event of
any conflict, the text of the Plan, rather than such titles and headings, shall
control.
IN WITNESS WHEREOF, the Company has caused this Plan to be adopted
effective as of December 17, 1996.
EURONET SERVICES INC.
---------------------------------
Jeffrey B. Newman, Vice-President
and Secretary
7
<PAGE>
STOCK OPTION AGREEMENT
A Stock Option award is hereby granted by Euronet Services Inc., a
Delaware corporation (the "Company"), to the person named below ("Optionee"),
for and with respect to common stock of the Company, par value $0.02 per share
("Common Stock"), subject to the following terms and conditions:
1. Award. Subject to the provisions of this Stock Option Agreement (the
"Option Agreement") and the Euronet Option Plan (the "Plan") the provisions of
which are incorporated by reference, the Company hereby grants to Optionee an
option (the "Stock Option") to purchase from the Company the number of
shares of Common Stock, at the purchase price per share (the "Option
Exercise Price"), in accordance with the terms of the schedule set forth
below. Such Stock Option is sometimes referred to herein as the "Award".
Name and Address of
Optionee: ----------------------
----------------------
----------------------
----------------------
Number of Shares Subject
to Stock Option: _________
Option Exercise Price
Per Share: ____
Date of Grant
For Vesting Purposes: April 22, 1996
Exercise Schedule:
<TABLE>
<CAPTION>
Number of Shares Exercise Period
Subject to Stock Option Date First Exercisable Expiration Date
----------------------- ---------------------- ---------------
<S><C>
___ ___ ___
___ ___ ___
___ ___ ___
___ ___ ___
___ ___ ___
</TABLE>
2. Conditions of Exercise.
(a) The exercise of all or any portion of the Award is conditioned upon
the acceptance by Optionee of the terms hereof as evidenced by his/her
execution of this Option Agreement in the space provided below and the
return of an executed copy to the Company.
(b) Written notice of an election to exercise any portion of the Award,
substantially in the form adopted by the Company and specifying the
number of shares for which an exercise is made, shall be given by
Optionee, or his/her legal representative; (i) by delivering such
notice to Mr. Michael Brown, c/o Bankomat Polska Sp. z.o.o., al.
Jerozolimskie 65-79, Suite 12.18, 00-697 Warsaw, Poland, no later than
the exercise date, or (ii) by mailing such notice, postage prepaid,
addressed to the Company at the above address at least three business
days prior to the exercise date.
<PAGE>
3. Clarification of Change of Control Provision. For purposes of this
Award, the provisions of Section 5.9 ("Change of Control") of the Plan shall be
amended as follows:
(a) The Company agrees to give Optionee notice of any Change of Control
promptly, in order that Optionee may exercise any rights under Section
5.9(2) of the Plan;
(b) The provision of Section 5.9(2)(ii) of the Plan shall be construed
as being subject to the provisions of Section 8 of the Plan, and in
particular the last sentence of Section 8.
4. No Rights Prior to Exercise. Neither Optionee nor any other person
entitled to exercise the Stock Option under the terms hereof shall be, or have
any of the rights or privileges of, a shareholder of the Company in respect of
any Common Stock issuable on exercise of the Stock Option, until the date of
the issuance of a stock certificate for such Common Stock.
5. Return of Agreement. If the Award is exercised in whole, this
Option Agreement shall be surrendered to the Company for cancellation. If the
Award is exercised in part, or a change is made in the number of
designation of the Common Stock, this Option Agreement shall be delivered
by Optionee to the Company for the purpose of making appropriate notation
thereon, or of otherwise reflecting, in such manner as the Company shall
determine, the partial exercise or the change in the number of designation of
the Common Stock.
6. Representation. Optionee represents, warrants and agrees that:
(i) Optionee will acquire and hold the shares purchased on
exercise of the Stock Option for his/her own account for investment and not with
the view of the resale or distribution thereof, except for resales or
distribution in accordance with applicable securities laws;
(ii) Optionee will not, at any time, directly or indirectly,
offer, sell, pledge, or otherwise grant a security interest in or otherwise
transfer any portion of any shares purchased upon exercise of the Stock Option
(or solicit an offer to buy, pledge or otherwise acquire, all or any portion
thereof).
(iii) Optionee acknowledges that Optionee has had the
opportunity to ask questions of, and receive answers from, the officers and
representatives of the Company concerning the Common Stock subject to this
Option Agreement, as well as all material information concerning the Company and
the terms and conditions of the transactions in which Optionee is acquiring the
Stock Option and may subsequently acquire shares of Common Stock.
7. Miscellaneous.
(a) The grant of the Award hereunder shall not be deemed to give
Optionee the right to be retained by the Company or to affect the right
of the Company to discharge Optionee at any time.
(b) The Award shall be exercised in accordance with such administrative
regulations as the Company shall from time to time adopt.
(c) The Award and this Option Agreement shall be construed,
administered and governed in all respects under and by the laws of the
Netherlands Antilles, without giving effect to principles of conflict
of laws.
(d) This Option Agreement supersedes all prior discussions and/or
agreements between Optionee and the Company, or any of the subsidiaries
of the Company, with respect to the subject matter
2
<PAGE>
hereof.
Dated: ___________________
Euronet Services Inc.
- -------------------------------
By:
Its:
The undersigned hereby accepts the foregoing Award and the terms and conditions
hereof.
--------------------------------
XXX
3
EXHIBIT 5
[Arent Fox Letterhead]
April 1, 1997
The Board of Directors
Euronet Services Inc.
Zsigmond Ter 10
H-1023 Budapest
Hungary
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 2,413,586 shares of Common Stock, $.02 par value (the "Shares"), subject to
the Euronet Services, Inc. Long-Term Incentive 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 2,413,586 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/ Carter Strong
---------------------------
Carter Strong
The Board of Directors
Euronet Services Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Euronet Services Inc. of our report dated February 3, 1997, relating to
the consolidated balance sheets of Euronet Holding N.V. and subsidiaries as of
December 31, 1996, 1995 and 1994 and the related consolidated statements of
operations, changes in shareholders' equity and cash flows for the years ended
December 31, 1996 and 1995 and for the period from June 22, 1994 (inception)
through December 31, 1994, which report appears on the registration statement on
Form S-1 (File No. 333-18121) of Euronet Services Inc.
KPMG Polska Sp. z.o.o.
Warsaw, Poland
April 1, 1997
