<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission File Number 000-22167
EURONET SERVICES INC.
(Exact name of the Registrant as specified in its charter)
Delaware
(State of other jurisdiction of incorporation or organization)
74-2806888
(I.R.S. employer identification no.)
Horvat u. 14-24
1027 Budapest
011-361-224-1000
(Address and telephone number of the Registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.02 par value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
<PAGE>
At December 31, 1998, the Registrant had 15,213,453 shares of common stock
(the "Common Stock") outstanding, and the aggregate market value of the Common
Stock held by non-affiliates of the Registrant was approximately $35,000,000.
The aggregate market value was determined based on the average bid and ask
prices of the Common Stock on December 31, 1998.
<PAGE>
The purpose of this Form 10-K/A is to amend the Company's Form 10-K for the
fiscal year ended December 31, 1998 filed with the U.S. Securities and Exchange
Commission (the "SEC") on March 31, 1999 so as to add items 10, 11, 12 and 13.
Such items were to have been incorporated into the Form 10-K by reference to
the Company's Proxy Statement for the Annual Meeting of Shareholders for 1999.
The annual meeting and Proxy Statement have been delayed with the result that
the Proxy Statement will not be filed on or before April 30, 1999.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
The Directors, Executive Officers and key employees of the Company are as
follows:
<TABLE>
<CAPTION>
NAME Age POSITION
---- --- --------
<S> <C> <C>
Directors
Michael J. Brown(1) ........ 42 Chairman, President and Chief
Executive Officer
Daniel R. Henry ............ 33 Director, Chief Operating Officer
Thomas A. McDonnell(1)(2)(3). 53 Director
.
Nicholas B. Callinan(1)(2) . 52 Director
Steven J. Buckley(1)(2)(3) . 43 Director
Eriberto R. Scocimara ...... 62 Director
Andrzej Olechowski ......... 51 Director
EXECUTIVE OFFICERS
Daniel C. Stevens(4) ....... 43 Chief Financial Officer and Chief
Accounting Officer
Jeffrey B. Newman .......... 44 Vice President and General Counsel
Anthony M. Ficarra ......... 55 Chief Information Officer
Ronald Ferguson(5) .......... 49 President [---]ARKSYS
Dennis H. Depenbusch ....... 35 Vice President
Other Key Employees
Miro I. Bergman ............ 36 Regional Director --- Central
Europe
Thierry Michel ............. 36 Regional Director --- Western
Europe
William Benko .............. 39 Managing Director --- Hungary
Roger Heinz ................ 38 Managing Director --- Germany
</TABLE>
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Stock Option Committee
<PAGE>
(4) Mr. Stevens was appointed Chief Financial Officer effective April 20, 1999.
Mr. Bruce Colwill was Chief Financial Officer until his resignation on
February 28, 1999. Mr. Richard Halka was Acting Chief Financial Officer
from February 28, 1999 until April 20, 1999.
(5) Appointed Vice President of the Company effective April 20, 1999.
DIRECTORS
MICHAEL J. BROWN is one of the founders of the Company and has served as
its Chief Executive Officer since 1994. In 1979 Mr. Brown founded Innovative
Software, a computer software company that was merged with Informix in 1988.
During this period, Innovative Software conducted three public offerings of its
shares. Mr. Brown served as President and Chief Operating Officer of Informix
from February 1988 to January 1989. He served as President of the Workstation
Products Division of Informix from January 1989 until April 1990. Annual
revenues of Informix had grown to $170 million by the time Mr. Brown left
Informix in 1990. In 1993 Mr. Brown was a founding investor of Visual Tools,
Inc., a company that writes and markets component software for the growing
Visual Basic and Visual C++ developer market. Visual Tools, Inc. was acquired by
Sybase Software in February 1996. Mr. Brown received a B.S. in Electrical
Engineering from the University of Missouri--Columbia in 1979 and a M.S. in
Molecular and Cellular Biology at the University of Missouri--Kansas City in
1996. Mr. Brown has been a Director of the Company since its incorporation in
December 1996 and he previously served on the boards of Euronet's predecessor
companies. Mr. Brown's term will expire in July 2001. Mr. Brown is married to
the sister of Mr. Henry's wife.
DANIEL R. HENRY founded the predecessor of the Company with Michael Brown
in 1994 and is serving as Chief Operating Officer of the Company. Mr. Henry
divides his time between Budapest and Kansas City, and he oversees the daily
operations of the Company's European subsidiaries. Mr. Henry also is
responsible for the expansion of the Company into other countries and the
development of new markets. Prior to joining the Company, Mr. Henry was a
commercial real estate broker for five years in the Kansas City metropolitan
area where he specialized in the development and leasing of premiere office
properties. Mr. Henry received a B.S. in Business Administration from the
University of Missouri--Columbia in 1988. Mr. Henry has been a Director of the
Company since its incorporation in December 1996 and he previously served on the
boards of Euronet's predecessor companies. His term as Director of the Company
will expire in May 2000. Mr. Henry is married to the sister of Mr. Brown's wife.
THOMAS A. MCDONNELL has been a Director of the Company since its
incorporation in December 1996 and he previously served on the boards of
Euronet's predecessor companies. From 1973 to September 1995, he served as
Treasurer of DST Systems, Inc. Since October 1984 he has served as Chief
Executive Officer and since January 1973 (except for a 30 month period from
October 1984 to April 1987) he has served as President of such company. From
February 1987 to October 1995, he served as Executive Vice President and from
1983 to November 1995 he served as a director of Kansas City Southern
Industries. From December 1989 to October 1995, he served as a director of The
Kansas City Southern Railway Company. From October 1994 to April 1995 he served
as President and from 1992 to September 1995 as director of Berger Associates,
Inc. From 1994 to January 1997, Mr. McDonnell was a director of First of
<PAGE>
Michigan Capital Corporation. He is currently a director of Informix, BHA Group,
Inc., DST Systems Inc., Cerner Corporation, Computer Science Corporation and
Janus Capital Corporation. Mr. McDonnell has a B.S. in Accounting from Rockhurst
College and an M.B.A. from the Wharton School of Finance. Mr. McDonnell's term
as Director of the Company will expire in May 2000.
NICHOLAS B. CALLINAN has been a Director of the Company since its
incorporation in December 1996 and he previously served on the board of Euronet
Holding N.V. From 1993 he served as Senior Vice President and Managing Director
for Central and Eastern Europe of Advent International Corporation, the ultimate
general partner of private equity funds which are a shareholder of the Company.
In 1997, he was appointed Managing Director of Emerging Markets for Advent
International Corporation. From 1983 to 1993, he was founder and Chief Executive
Officer of Western Pacific Management & Investment Company, which later became
the Advent Group of Companies. Mr. Callinan has a B.E. in Civil Engineering and
an M.B.A. from the University of Melbourne. Mr. Callinan's term as Director of
the Company will expire in May 1999, or when his successor is duly elected and
qualified at the next annual meeting of stockholders.
STEVEN J. BUCKLEY has been a Director of the Company since its
incorporation in December 1996 and he previously served on the boards of
Euronet's predecessor companies. In April 1994 he was a co-founder of Poland
Partners L.P., a venture capital fund for investment in Poland and since that
time April 1994 he has served as President and Chief Executive Officer of Poland
Partners Management Company, the advisor of such fund. From June 1990 to April
1994, he was a founder and director of Company Assistance Ltd., a business
advisory firm in Poland. He has a B.A. in Political Science from Stanford
University and an M.B.A. from Harvard University. Mr. Buckley's term as Director
of the Company will expire in May 2000.
ERIBERTO R. SCOCIMARA has been a Director of the Company since its
incorporation in December 1996 and he previously served on the boards of
Euronet's predecessor companies. Since April 1994 Mr. Scocimara has served as
President and Chief Executive Officer of the Hungarian-American Enterprise Fund,
a private company that is funded by the U.S. government and invests in Hungary
and is also a shareholder of the Company. Since 1984 he has been the President
of Scocimara & Company, Inc., an investment management company. Mr. Scocimara
was a partner of G. L. Ohrstrom from 1969 to 1984. Mr. Scocimara is currently a
director of the Hungarian-American Enterprise Fund, Carlisle Companies, Harrow
Industries, Inc., Roper Industries, Quaker Fabrics and several privately-owned
companies. He has a Licence de Science Economique from the University of St.
Gallen, Switzerland, and an M.B.A. from Harvard University. His term as a
Director of the Company will expire in May 1999 or when his successor is duly
elected and qualified at the next annual meeting of stockholders.
ANDRZEJ OLECHOWSKI has served as a Director of the Company since its
incorporation in December 1996. He has held several senior positions with the
Polish government: from 1993 to 1995, he was Minister of Foreign Affairs and in
1992 he was Minister of Finance. From 1992 to 1993, and again in 1995, he served
as economic advisor to President Walesa. From 1991 to 1992, he was Secretary of
State in the Ministry of Foreign Economic Relations and from 1989 to 1991 was
Deputy Governor of the National Bank of Poland. At present Dr. Olechowski is
Chairman of
<PAGE>
Central Europe Trust, Poland, a consulting firm. Since 1994, he has served as
Chairman of the City Council in Wilanow, a district of Warsaw. His memberships
include a number of public policy initiatives as well as International Advisory
Boards of Goldman Sach International, Creditanstalt, Banca Nazionale del Lavoro,
International Finance Corporation, Textron and boards of various charitable and
educational foundations. He received a Ph.D. in Economics in 1979 from the
Central School of Planning and Statistics in Warsaw. Mr. Olechowski's term will
expire in July 2001.
EXECUTIVE OFFICERS
DANIEL C. STEVENS joined the company as CFO effective April 20, 1999. From
June 1998 until the date he joined the Company, Mr. Stevens was a partner in
Rochdale Principals, an agricultural finance venture. From January 1997 to June
1998, he was Senior Vice-President, Chief Financial and Risk Officer for U.S.
Central Credit Union, the principal financial intermediary and technology,
operational and payment provider for the U.S. credit union industry. Mr.
Stevens held various positions with ABN AMRO in their North American
headquarters from November 1993 until January 1997; his final position as Senior
Vice President and Chief Financial Officer, USA. Prior to that, he was First
Vice President and Chief Financial Officer of the US operations of Caisse
Nationale de Credit Agricole. Mr. Stevens started his financial career with
Arthur Andersen & Co., Chicago. He holds a B.A. in English/Communications from
Loyola University and a M.S.A. from DePaul University. Mr. Stevens is a
Certified Public Accountant.
JEFFREY B. NEWMAN joined the Company as Vice President and General Counsel
on January 31, 1997. Prior to this, he practiced law in Paris with the law firm
of Salans Hertzfeld & Heilbronn and then with the Washington, D.C. based law
firm of Arent Fox Kintner Plotkin & Kahn, PLLC, of which he was a partner since
1993. He established the Budapest office of Arent Fox Kintner Plotkin & Kahn,
PLLC in 1991 and has resided in Budapest since that time. He is a member of the
Virginia, District of Columbia and Paris bars. He received a B.A. in Political
Science and French from Ohio University and law degrees from Ohio State
University and the University of Paris.
ANTHONY M. FICARRA joined the company as Chief Information Officer in
January 1998. Prior to this, he was with Bisys Inc. from 1983 to 1997 as
Director National Operations (Banking), Vice-President (Electronic Financial
Services), Eastern Region General Manager, and finally Senior Vice
President/Chief Information Officer. From 1971 to 1983, he worked with Tymshare
Inc. with the final post of Regional Vice President of the Dynatax Division.
From 1969 to 1971, he was with Brandon Applied Systems in the final post of
Executive Vice President/General Manager. He also previously worked with Thiokol
Chemical Corporation from 1962 to 1966. Mr. Ficarra has a B.B.A. in Management
from Florida International University.
RONALD FERGUSON joined the Company as President of Arksys in December 1998.
Prior to this he was President of Bankline MidAmerica, Inc., from mid 1997. Mr.
Ferguson was Vice President of Marketing for AeroComm, Inc. for a period of
three years and also was principal of Ferguson Group, a consulting company
involved with technology based hardware and software firms. During the period
from 1984 to 1990, Mr. Ferguson was Vice President of Marketing for
<PAGE>
Innovative Software, Inc. which was later acquired by Informix Software, Inc.
where he was also Vice President of Marketing. Prior to Innovative Software, he
was Director of Financial Services Marketing for United Computing Services from
1981 to 1984. He also was President of Dynabank Corporation from 1976 to 1981
and started his career with the First National Bank in Lawrence Kansas in 1973.
Mr. Ferguson has a BS in Business and an MBA from the University of Kansas.
KEY EMPLOYEES
MIRO I. BERGMAN joined the Company in 1997 and is currently the Managing
Director of the Company's Czech Republic operations. Prior to joining Euronet,
he established a Colorado based company involved in international trade. From
1992 to 1996, Mr. Bergman was with First Bank System as Vice President
responsible for the bank's off-premises ATM business of over 1,200 ATMs and
served as a Manager of new co-brand card initiatives. From 1988 to 1992, Mr.
Bergman worked for Citicorp--Diners Club in various card management and
marketing positions. Mr. Bergman received a B.S. in Business Administration from
the University of New York at Albany in 1984 and an M.B.A from Cornell
University in 1988.
THIERRY MICHEL joined the Company as Managing Director of Euronet's French
subsidiary, EFT Services France S.A.S., in November 1997. Prior to this, he was
Vice President of Business Development at GE Capital-Sovac from 1994 to 1997.
From 1990 to 1993, he was Vice President of Marketing and Sales at Robeco and
also Chief Information Officer from 1987 to 1990. From 1985 to 1987, he was
Chief Information Officer at American Express in France. Mr. Michel received a
Masters degree in General Engineering from l'Ecole polytechnique in 1983, a
Masters degree in Systems and Telecommunications from l'Ecole National
Superieure de Telecommunication in 1985. In 1984 he received a Ph.D. in
Economics from l'Universite de Paris.
WILLIAM BENKO joined Euronet in January 1997 in business development and
became the Managing Director in July 1997. From May 1990 to January 1997, Mr
Benko co-owned and operated a commercial real estate brokerage company and
published a bi-weekly real estate magazine, R.E. Source, in Budapest, Hungary.
From 1988 to 1990, Mr Benko owned and operated a computer leasing firm in
Dallas, Texas and also worked with CIS Leasing Corporation, where he was
responsible for marketing IBM mainframe equipment in an eight state area. From
1982 and 1988, he worked with StorageTek in Dallas. Mr. Benko has a B.A. in
Economics from the University of Colorado.
ROGER HEINZ joined the Company as Managing Director of the Euronet's German
subsidiary, Euronet Services GmbH, in July 1997. From 1985 to 1997, Mr. Heinz
was with NCR Germany and NCR Poland as Sales Manager and Sales and Operations
Director.
SECTION 16 COMPLIANCE
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during
<PAGE>
1998, the Company's directors, officers and greater than 10% beneficial owners
complied with all applicable Section 16(a) filing requirements.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth certain information regarding the
compensation awarded or paid by the Company to its Chief Executive Officer and
to the other executive officers of the Company whose total annual salary and
bonus equaled or exceeded $100,000 during the year ended December 31, 1998 (the
"Named Executive Officers") for the periods indicated:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------- -----------------------------------
OTHER SECURITIES
ANNUAL UNDERLYING RESTRICTED ALL OTHER
COMPEN- OPTIONS/ STOCK LTP COMPEN-
NAME AND PRINCIPAL POSITION PERIOD SALARY($) BONUS($) SATION($) SAR'S (#) AWARD(S)($) PAYOUTS($) SATION($)
- --------------------------- ------ --------- --------- --------- --------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Brown........... 1998 150,000 $0 $0
Chief Executive 1997 100,000 $0 $0 --- --- --- ---
Officer 1996 100,000 $0 $0 1,149,890 --- --- ---
Jeffrey B. Newman.......... 1998 167,198 20,000 $0 10,000
Vice President and 1997 133,000 $0 $0 17,500 --- --- ---
General Counsel 1996 --- $0 $0 52,500 --- --- ---
Daniel R. Henry 1998 148,513 $0 $0 --- --- --- ---
Chief Operating Officer 1997 80,000 $0 ---
1996 50,000 $0 539,399
Anthony M. Ficarra......... 1998 167,347 50,000 $0 32,000 --- --- ---
Chief Information Officer
Bruce S. Colwill........... 1998 134,082 20,000 $0 25,000 --- --- ---
Chief Financial Officer
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides certain information concerning Options granted
to the Named Executive Officers of the Company during the year ended December
31, 1998.
<PAGE>
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
% OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO POTENTIAL REALIZABLE VALUE AT
UNDERLYING EMPLOYEES ASSUMED ANNUAL RATES OF
OPTIONS IN FISCAL EXERCISE PRICE STOCK PRICE APPRECIATION FOR
NAME GRANTED YEAR PER SHARE EXPIRATION DATE OPTION TERM(1)
---- ------- ---- --------- --------------- -----------------------------
<S> <C> <C> <C> <C> <C>
5%($) 10%($)
----- -----
Michael J. Brown... --- --- --- --- --- ---
Jeffrey B. Newman.. 10,000 1.9% $5.87 May 18, 2008 36,916 93,553
Daniel R. Henry.... --- --- --- --- --- ---
Anthony M. Ficarra. 32,000 3.1% $5.87 May 18, 2008 118,132 299,369
Bruce S. Colwill... 25,000 2.4% $5.87 May 18, 2008 92,290 233,882
</TABLE>
(1) Potential realizable value is based on the assumption that the shares
appreciate at the annual rates shown (compounded annually) from the date of
grant until the expiration of the option term. Those numbers are calculated
based upon the requirements promulgated by the Commission and do not
reflect any estimate by the Company of future price increases.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information concerning Options
exercised by the Named Executive Officers during the year ended December 31,
1998 and Options held by such individuals at December 31, 1998:
<PAGE>
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
ACQUIRED UNEXERCISED OPTIONS AT MONEY OPTIONS AT
ON VALUE DECEMBER 31, 1998 DECEMBER 31, 1998($)
NAME EXERCISE REALIZED$(1) ----------------- --------------------
---- -------- ------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Brown... 75,000 167,625 851,323 --- 459,714 ---
Daniel R. Henry.... --- --- 777,707 88,088 760,741 173,533
Jeffrey B. Newman.. --- --- 28,000 52,000 11,340 17,010
Anthony M. Ficarra. --- --- 8,000 64,000 --- ---
Bruce S. Colwill... --- --- 28,832 25,000 31,473 ---
</TABLE>
(1) Based on the difference between the exercise price of the Options and the
fair market value of the Common Stock on June 24, 1998, which is the date
on which the Options were exercised.
COMPENSATION OF DIRECTORS
The Company pays each director a fee of $2,000 for each board meeting
attended, $1,000 for each committee meeting attended, and $250 for participation
in a telephonic meeting. In addition, each Director receives for each year of
service options to purchase 1,000 shares of stock in accordance with the
Company's Stock Option Plan. The Company also reimburses directors for out-of-
pocket expenses incurred in connection with the directors' attendance at
meetings. Andrzej Olechowski is paid $4,000 for serving as a member of the
Company's Advisory Board.
<PAGE>
EMPLOYMENT AGREEMENTS
Mr. Brown serves as the Chief Executive Officer, President and Chairman of
the Board of the Company pursuant to an employment agreement dated December 17,
1996. Under the terms of his agreement, Mr. Brown's salary for 1997 was
$100,000, subject to annual review and adjustments by the Board of Directors.
His salary was increased to $200,000 per year effective July 1, 1998. Mr. Brown
is reimbursed for all reasonable and proper business expenses incurred by him in
the performance of his duties under the agreement. The terms of the agreement
also provide that Mr. Brown will be entitled to fringe benefits and perquisites
comparable to those provided to any or all of the Company's senior officers. The
term of the agreement expires in December 1999. The term of the agreement,
however, will be automatically extended on the same terms and conditions for
successive periods of one year each unless declined by either party for any
reason. In the event that Mr. Brown's employment with the Company is terminated
by the Company for Cause (as defined in the agreement), or if Mr. Brown
voluntarily terminates employment with the Company, he will be entitled to
receive all compensation, benefits and reimbursable expenses accrued as of the
date of such termination. In the event that Mr. Brown's employment with the
Company is terminated by reason of death or disability (as defined in the
agreement), he (or his designated beneficiary) will be paid his annual salary at
the rate then in effect for an additional one-year period. The agreement also
contains certain non-competition, non-solicitation and confidentiality
covenants.
The Company has entered into employment agreements with terms substantially
similar to the terms of Mr. Brown's agreement with Messrs. Henry (Chief
Operating Officer) and Newman (Vice President and General Counsel). These
agreements expire on December 17, 1999 but are automatically renewable for
successive one year terms.
The Company also has employment agreements with Messrs. Stevens,
Ficarra and Mr. Ferguson. These agreements are not fixed term agreements, but
are terminable by either the employee or the Company upon 30 days notice. The
agreements provide that the employee is reimbursed for all reasonable and proper
business expenses incurred by him in the performance of his duties under the
agreement and that the employee is entitled to fringe benefits and perquisites
comparable to those provided to any or all of the Company's senior officers. The
agreements also contain certain non-competition, non-solicitation and
confidentiality covenants.
BENEFIT PLANS
The Company provides insurance benefits to its officers and other
employees, including health, dental, and life insurance, subject to certain
deductibles and copayments by employees.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, to the Company's knowledge, the beneficial
ownership of Common Stock as of February 15, 1998 by (i) each person or entity
beneficially owning more than 5% of the shares of the Company's Common Stock,
(ii) each director and executive officer, and (iii) all directors and executive
officers as a group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
--------------------
STOCKHOLDER NUMBER OF PERCENTAGE OF
- ----------- SHARES(1) OUTSTANDING(1)
--------- --------------
<S> <C> <C>
Directors and Named Executive Officers
Michael J. Brown(2)................................ 3,063,202 20.2%
Daniel R. Henry(3)................................. 759,619 5.0%
Jeffrey B. Newman(4)............................... 28,000 *
Bruce S. Colwill(5)................................ 28,832 *
Anthony Ficarrra(6) 8,000 *
Dennis H. Depenbusch(7)............................ 289,905 1.9%
Steven J. Buckley(8)............................... 1,000 *
Nicholas B. Callinan(9)............................ 5,898 *
Thomas A. McDonnell(10)............................ --- *
Andrzej Olechowski(11)............................. 2,400 *
Eriberto R. Scocimara(12).......................... --- *
All directors and executive officers as a group (8 4,186,856 27.5%
persons)..............................................
Five Percent Holders
DST Systems, Inc.(9) 1,178,797 7.8%
333 West 11th Street
Kansas City, Missouri 64105-1594
Hungarian-American Enterprise Fund(12) 798,702 5.3%
East Putman Avenue Greenwich
Connecticut 06830
Poland Investment Fund L.P.(9)(13) 737,268 4.9%
Corporation Trust Center
1209 Orange Street,Wilmington, Delaware 19801
Advent Partners L.P.(9)(13) 29,491 *
101 Federal Street
Boston, Massachusetts 02110
Advent Private Equity Fund - Central Europe 707,777 4.7%
L.P.(9)(13)
123 Buckingham Palace Road, London SW1 9SL UK
Hungarian Private Equity Fund L.P. (9)(13) 294,910 1.9%
101 Federal Street, Boston, Massachusetts 02110
Poland Partners L.P.(8) 1,769,446 11.7%
c/o Corporation Trust Company
1209 Orange Street,Wilmington, Delaware 19801
</TABLE>
<PAGE>
* The percentage of shares of Common Stock beneficially owned does not exceed
one percent of the outstanding Shares.
(1) Calculations of percentage of beneficial ownership assumes the exercise by
only the respective named stockholder of all options for the purchase of
shares of Common Stock held by such stockholder which are exercisable
within 60 days of February 15, 1998.
(2) Includes an aggregate of 851,323 shares of Common Stock issuable pursuant
to options exercisable within 60 days of February 15, 1998.
(3) Includes an aggregate of 777,707 shares of Common Stock issuable pursuant
to options exercisable within 60 days of February 15, 1998.
(4) Includes an aggregate of 28,000 shares of Common Stock issuable pursuant to
options exercisable within 60 days of February 15, 1998.
(5) Includes an aggregate of 28,832 shares of Common Stock issuable pursuant to
options exercisable within 60 days of February 15, 1998.
(6) Includes an aggregate of 8,000 shares of Common Stock issuable pursuant to
options exercisable within 60 days of February 15, 1998.
(7) Includes an aggregate of 289,905 shares of Common Stock issuable pursuant
to options exercisable within 60 days of February 15, 1998.
(8) Steven Buckley is also the President of Poland Partners L.P.
(9) Mr. Callinan's shares are held indirectly through his interest in Advent
Partners L.P. Mr. Callinan is also Senior Vice President and Managing
Director for Central and Eastern Europe of Advent International
Corporation.
(10) Thomas A. McDonnell is also the President of DST Systems, Inc.
(11) Includes an aggregate of 1,400 shares of Common Stock issuable pursuant to
options exercisable within 60 days of February 15, 1998.
(12) Eriberto R. Scocimara is also the President and Chief Executive Officer of
the Hungarian-American Enterprise Fund.
(13) These entities are affiliated through Advent International Corporation of
which Mr. Callinan is Senior Vice President and Managing Director for
Central and Eastern Europe. Such entities own in the aggregate 1,769,446
shares, which constitute approximately 11.7% of the outstanding shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
With the exception of the compensation or transactions described in the above
items, there are no relationships or related party transactions requiring
disclosure pursuant to this item.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
EURONET SERVICES INC.
Date: April 29, 1999 /s/ Daniel R. Henry
---------------------------------------
Daniel R. Henry
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Michael J. Brown Chairman of the Board of Directors, April 29, 1999
- --------------------
Michael J. Brown Chief Executive Officer and President
/s/ Daniel R. Henry Director and Chief Operating Officer April 29, 1999
- -------------------------
Daniel R. Henry
/s/ Steven J. Buckley Director April 29, 1999
- -------------------------
Steven J. Buckley
/s/ Eriberto R. Scocimara Director April 29, 1999
- -------------------------
Eriberto R. Scocimara
/s/ Andrzej Olechowski Director April 29, 1999
- -------------------------
Andrzej Olechowski
/s/ Thomas A. McDonnell Director April 29, 1999
- -------------------------
Thomas A. McDonnell
</TABLE>
<PAGE>
<TABLE>
Signature Title Date
<S> <C> <C>
/s/ Nicholas B. Callinan Director April 29, 1999
- -------------------------
Nicholas B. Callinan
/s/ Daniel C. Stevens Chief Financial Officer and Chief April 29, 1999
- -------------------------
Daniel C. Stevens Accounting Officer (principal financial
officer and principal accounting
officer)
</TABLE>
