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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
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EURONET SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 74-2806888
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(State of Incorporation) (I.R.S. Employer
Identification No.)
4601 College Boulevard
Leawood, Kansas 66211
(Address of Principal Executive Offices)
EURONET SERVICES, INC. MILESTONE STOCK OPTION AGREEMENTS
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(Full Title of the Plans)
Daniel R. Henry
Chief Operating Officer
4601 College Boulevard
Leawood, Kansas 66211
(913) 327-4200
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(Name, Address, and Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering Registration
to be registered registered share price fee
<S> <C> <C> <C> <C>
________________ ____________ __________________ ________________ ______________
To be offered pursuant to the Euronet Services, Inc. Milestone Stock Option
Agreements (the "Agreements"):
Common Stock 2,050,405 Shares $2.14 $4,387,866.70 $1,159.00
par value $0.02
per share
</TABLE>
Interests in the Agreements
Calculated pursuant to Rule 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act"), based upon the price per
share at which the stock options may be exercised.
To the extent that the interests in the Plan constitute securities,
pursuant to Rule 416(c), this Registration Statement shall be
deemed to register an indeterminate amount of interests in the
Plan.
Pursuant to Rule 457(h)(2), no registration fee is required with
respect to the interests in the Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the United States Securities and Exchange
Commission (the "Commission") under the Securities Act, this Registration
Statement omits the information specified in Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by Euronet Services, Inc.
(the "Registrant"), with the Commission are incorporated in and made a part of
this Registration Statement by reference, as of their respective dates:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 (Commission file No. 000-22167) and any amendments
thereto (the "Annual Report");
(b) All reports and any amendments thereto filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1999; and
(c) The description of the Registrant's Common Stock (the "Common
Stock"), contained in the Registrant's Registration Statement on Form 8-A
filed on February 21, 1997, as amended (Commission file No. 000-22167) (the
"8-A Registration Statement").
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.
The financial statements of the Registrant appearing in the Annual
Report have been audited by KPMG Polska Sp. z o.o., independent auditors, as set
forth in their report thereon included in the Annual Report and incorporated
herein by reference. Such financial statements are, and audited
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financial statements to be included in subsequently filed documents will be,
incorporated by reference herein in reliance upon the reports of KPMG Polska Sp.
z o.o. pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
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.
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ITEM 8. EXHIBITS.
The Exhibits to this registration statement on Form S-8 are listed in
the Exhibit Index of this registration statement, which Exhibit Index is
incorporated herein by reference.
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
(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.
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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 Leawood, Kansas.
EURONET SERVICES, INC.
By: /s/ DANIEL R. HENRY
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Date: August 25, 2000
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael J. Brown and/or Daniel
R. Henry, and each of them, as his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and
resubstitution, for him in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement,
including any and all amendments, and any and all documents in connection
therewith, 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 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 he might or could
do in person, and hereby ratifies, approves and confirms all that his said
attorneys-in-fact and agents, each acting alone, or his substitute or
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 by the following persons in the capacities and on the
dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ MICHAEL J. BROWN Chairman of the Board of Directors, August 25, 2000
Chief Executive Officer and
President
/s/ DANIEL R. HENRY Director and Chief Operating August 25, 2000
Officer
/s/ STEVEN J. BUCKLEY Director August 25, 2000
/s/ ERIBERTO R. SCOCIMARA Director August 25, 2000
</TABLE>
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Signature Title Date
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/s/ THOMAS A. McDONNELL Director August 25, 2000
/s/ NICHOLAS B. CALLINAN Director August 25, 2000
/s/ RICHARD HALKA Chief Financial Officer August 25, 2000
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on behalf of the Registrant
by the undersigned, thereunto duly authorized.
EURONET SERVICES, INC.
MILESTONE STOCK OPTION AGREEMENTS
By: /s/ DANIEL R. HENRY
Date: August 25, 2000
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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4.1 The Registrant's Certificate of Incorporation previously filed as
Exhibit 3.1 to the Registrant's Form S-1 Registration Statement filed
with the Commission on December 18, 1996 (Commission file No. 333-
18121) is hereby incorporated by referenced as Exhibit 4.1.
4.2 The Registrant's Bylaws previously filed as Exhibit 3.2 to the
Registrant's Form S-1 Registration Statement filed with the Commission
on December 18, 1996 (Commission file No. 33-18121) is hereby
incorporated by reference as Exhibit 4.2.
4.3 Euronet Long-Term Incentive Stock Option Plan which is attached as
Exhibit 4(a) to the Registrant's Form S-8 Registration Statement filed
with the Commission on April 1, 1997 (Commission file No. 333-24539)
is hereby incorporated by reference as Exhibit 4.3.
4.4 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 (Commission file No. 000-22167) is
hereby incorporated by reference as Exhibit 4.4.
4.5 A form of Milestone Stock Option Agreement is included as Exhibit 4.5.
Each such Milestone Stock Option Agreement executed by the Registrant
shall be substantially the same as Exhibit 4.5 in form and content.
5 Opinion of Sonnenschein Nath & Rosenthal is included as Exhibit 5.
23.1 The Consent of Sonnenschein Nath & Rosenthal is included in Exhibit 5.
23.2 The Consent of KPMG Polska Sp. z o.o is included as Exhibit 23.2.
24 The Powers of Attorney are included on the signature page.
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