<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EURONET SERVICES INC.
------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
EURONET SERVICES INC.
4601 COLLEGE BOULEVARD
SUITE 300
LEAWOOD, KANSAS 66211
913-327-4200
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 2000
- -------------------------------------------------------------------------------
The annual meeting of stockholders of Euronet Services Inc., a Delaware
corporation (the "Company"), will be held on Thursday, May 11, 2000 at 3:00
p.m. (Central time), at the Doubletree Hotel, Corporate Woods, 10100 College
Boulevard, Overland Park, Kansas 66210, for the purpose of electing the
Company's directors and transacting such other business as may properly come
before the meeting and at any adjournment thereof.
The Board of Directors (the "Board") has fixed the close of business on
March 22, 2000, as the record date for determination of stockholders entitled
to notice of, and to vote at, the annual meeting and at any adjournment
thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND
DATE YOUR PROXY AND MAIL IT IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU
ATTEND THE MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE YOUR
SHARES PERSONALLY.
By Order of the Board
Jeffrey B. Newman
Secretary and General Counsel
April 10, 2000
<PAGE>
EURONET SERVICES INC.
4601 COLLEGE BOULEVARD
SUITE 300
LEAWOOD, KANSAS 66211
913-327-4200
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 2000
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Euronet Services Inc., a
Delaware corporation (the "Company"), for use at the annual meeting of
stockholders to be held on Thursday, May 11, 2000, at 3:00 p.m. (Central
time), at the Doubletree Hotel, Corporate Woods, 10100 College Boulevard,
Overland Park, Kansas 66210 and at any adjournment thereof (the "Meeting").
Stockholders at the close of business on March 22, 2000 (the "Record Date")
are entitled to notice of, and to vote at, the Meeting. The stockholders will
be entitled to one vote for each share of Common Stock, par value $0.02 per
share, (the "Common Stock") held of record at the close of business on the
Record Date. To take action at the Meeting, a quorum which is composed of
holders of a majority of the outstanding shares of Common Stock must be
represented by proxy or in person at the Meeting. On March 22, 2000 there were
16,191,956 shares of Common Stock outstanding.
Shares of Common Stock represented by valid proxies received by the Company
in time for the Meeting will be voted as specified in such proxies. Any
stockholder giving a proxy has the right to revoke it at any time before it is
exercised by attending the Meeting and voting in person or by filing with the
Company's secretary an instrument of revocation or a duly executed proxy
bearing a later date.
Votes cast by proxy or in person at the Meeting will be tabulated by the
judge of elections appointed for the Meeting. The judge of elections will
treat abstentions as shares of Common Stock that are present and entitled to
be voted for purposes of determining the presence of a quorum but as not voted
for purposes of determining the approval of any matter submitted to
stockholders for a vote. If a broker indicates on a proxy that such broker
does not have discretionary authority as to certain shares of Common Stock to
vote on a particular matter, such shares of Common Stock will not be
considered as present and entitled to vote with respect to that matter.
This proxy statement, the accompanying proxy, and the Company's annual
report to stockholders for the year ended December 31, 1999 (the "Annual
Report"), were first sent or given to stockholders on or about April 10, 2000.
ADDITIONAL COPIES OF THE ANNUAL REPORT, NOT INCLUDING EXHIBITS, WILL BE
FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN REQUEST TO: JEFFREY
B. NEWMAN AT THE COMPANY'S ADDRESS SET FORTH ABOVE. EXHIBITS TO THE ANNUAL
REPORT WILL BE FURNISHED TO STOCKHOLDERS UPON WRITTEN REQUEST AND PAYMENT OF
AN APPROPRIATE PROCESSING FEE.
1
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
As of the close of business on March 22, 2000, the Company had 16,191,956
shares of Common Stock Issued and outstanding. The following table sets forth
certain information with respect to the beneficial ownership of the shares of
Euronet's common shares as of March 22, 2000, by (i) each shareholder known by
Euronet to own beneficially more than 5% of the common shares and (ii) each
Euronet Director and named Executive Officer and (iii) all Euronet Directors
and Executive Officers as a group.
<TABLE>
<CAPTION>
Beneficial Ownership
------------------------
Number of Percent of
Stockholder Shares (1) Outstanding(1)
----------- --------- -------------
<S> <C> <C>
Directors and Named Executive Officers
Michael J. Brown (2)................................ 3,218,203 19.8%
Daniel R. Henry (3)................................. 935,795 5.7%
Jeffrey B. Newman (4)............................... 66,821 *
Daniel Stevens (5).................................. 63,470 *
Anthony M. Ficarra (6).............................. 45,874 *
Ron Ferguson (7).................................... 36,277 *
Steven J. Buckley (8)............................... 667 *
Nicholas B. Callinan (9)............................ 5,565 *
Thomas A. McDonnell (10)............................ 667 *
Andrzej Olechowski (11)............................. 5,667 *
Eriberto R. Scocimara (12).......................... 667 *
All Directors and Executive Officers as a Group (11
persons)............................................ 4,380,006 27%
Five Percent Holders
DST Systems, Inc. (10).............................. 1,908,597 11.7%
333 West 11th Street
Kansas City, Missouri 64105-1594
Hungarian-American Enterprise Fund (12)............. 1,008,702 6.2%
1 East Putman Avenue,
Greenwich, Connecticut 06830........................
Poland Investment Fund L.P. (9)(13)................. 737,268 4.5%
Corporation Trust Center
1209 Orange St.
Wilmington, Delaware 19801
Advent Partners L.P. (9)(13)........................ 29,491 *
101 Federal Street
Boston, Massachusetts 02110
Advent Private Equity Fund-Central Europe L.P.
(9)(13)............................................ 707,777 4.3%
101 Federal Street
Boston, Massachusetts 02110
Hungarian Private Equity Fund L.P. (9)(13).......... 294,910 1.5%
101 Federal Street
Boston, Massachusetts 02110
Poland Partners L.P. (8)............................ 1,769,446 10.9%
c/o Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
James H. McCroy (14)................................ 1,004,038 6.2%
11521 Canterbury Crescent
Leawood, Kansas 66211
</TABLE>
2
<PAGE>
- --------
* The percentage of common shares beneficially owned does not exceed one
percent of the outstanding common shares.
(1) Calculations of percentage of beneficial ownership assumes the exercise by
only the respective named stockholder of all options for the purchase of
common shares held by such stockholder which are exercisable within 60
days of March 22, 2000.
(2) Includes an aggregate of 851,323 common shares issuable pursuant to
options (including Milestone Options) exercisable within 60 days of March
22, 2000.
(3) Includes an aggregate of 865,795 common shares issuable pursuant to
options (including Milestone Options) exercisable within 60 days of March
22, 2000.
(4) Includes an aggregate of 53,500 common shares issuable pursuant to options
exercisable within 60 days of March 22, 2000. Also includes 13,321 shares
beneficially owned pursuant to a Loan Agreement Program (the "Loan
Program") implemented in August, 1999 pursuant to which Euronet loaned
sums to the employee in order to purchase common shares on the open
market.
(5) Includes an aggregate of 10,000 common shares issuable pursuant to options
exercisable within 60 days of March 22, 2000 and 13,470 shares
beneficially owned pursuant to the Loan Program.
(6) Includes an aggregate of 31,000 common shares issuable pursuant to options
exercisable within 60 days of March 22, 2000. Also includes 14,874 shares
beneficially owned pursuant to the Loan Program.
(7) Includes an aggregate of 20,000 common shares issuable pursuant to options
exercisable within 60 days of March 22, 2000. Also includes 16,277 shares
beneficially owned pursuant to the Loan Program.
(8) Steven Buckley is also the President of Poland Partners L.P. Management
Company, the advisor to 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 Emerging Markets of Advent International Corporation.
Includes an aggregate of 667 shares of Common Stock issuable pursuant to
options exercisable within 60 days of March 22, 2000.
(10) Thomas A. McDonnell is also the President of DST Systems, Inc. Includes
an aggregate of 667 shares of Common Stock issuable pursuant to options
exercisable within 60 days of March 22, 2000.
(11) Includes an aggregate of 5,667 shares of Common Stock issuable pursuant
to options exercisable within 60 days of March 22, 2000.
(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 10.9% of the outstanding shares.
(14) Mr. McCroy is President and controlling stockholder of JMH Investment
Group, Inc., General Partner of CB Capital Group, LP, which holds 550,000
shares of Common Stock and warrants to purchase 275,000 shares of Common
Stock that are exercisable within 60 days of March 22, 2000. All of such
shares and warrants have been attributed to Mr. McCroy for purposes of this
beneficial ownership table.
3
<PAGE>
ELECTION OF DIRECTORS
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) 43 Chairman, President and Chief Executive Officer
Daniel R. Henry 34 Director, Chief Operating Officer
Thomas A. McDonnell(1)(2)(3) 54 Director
Nicholas B. Callinan (1)(2) 53 Director
Steven J. Buckley (1)(2)(3) 44 Director
Eriberto R. Scocimara 64 Director
Andrzej Olechowski 50 Director
Executive Officers
Daniel C. Stevens(4) 44 Chief Financial Officer and Chief Accounting Officer
Jeffrey B. Newman 45 General Counsel
Anthony M. Ficarra 56 Chief Information Officer
Ronald Ferguson 50 Executive Vice President
Other Key Employees
Miro I. Bergman 37 Regional Director -- Central Europe
Thierry Michel 37 Regional Director -- Western Europe
Roger Heinz 39 Managing Director -- Germany
</TABLE>
- --------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Stock Option Committee
(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, and is continuing with the
Company as European Finance Director.
CLASSIFIED BOARD
The Company has a classified Board of Directors consisting of three
directors with terms expiring in 2000, two directors with terms expiring in
2001 and two directors with terms expiring in 2002, who will serve until 2000,
2001 and 2002, respectively, and until their respective successors are elected
and qualified. Mr. Brown and Mr. Henry are employee directors. The remaining
five directors are independent directors. Each year, two directors (three in
one year) are elected for a full term of three years to succeed those
directors whose terms expire in such year.
The election of each director requires an affirmative vote by the holders of
a plurality of the outstanding shares of Common Stock present and entitled to
be voted at the Meeting. Mr. Thomas A. McDonnell, Mr. Steven J. Buckley and
Mr. Daniel R. Henry are the directors who have terms expiring in 2000, and
they are the persons named in the proxy solicited by the Board that the Board
will vote in favor of electing, unless the proxy is marked otherwise. If
elected, the nominees will serve until their terms expire in 2002. If any
nominee is unable to serve as a director, the persons acting under the proxy
may vote the proxy for the election of a substitute. It is not currently
contemplated that any nominee will be unable to serve.
The following information relates to the nominees listed above, to the other
directors of the Company whose terms of office will extend beyond 2000, and to
key employees of the Company. All directors have held their present positions
for at least five years, except as otherwise indicated. THE BOARD RECOMMENDS
THAT STOCKHOLDERS VOTE FOR THE NOMINEES LISTED BELOW.
4
<PAGE>
NOMINEES
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 Michigan Capital Corporation. He is currently a director of Informix,
BHA Group, Inc., DST Systems Inc., 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.
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 and Managing Partner of Innova Capital LLC,
advisors to 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.
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
resides in Kansas City, and he oversees the 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. Mr. Henry is married to the sister of the wife of Mr. Michael J.
Brown, the President and Chief Executive Officer of the Company.
OTHER 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 May 2001, or
when his successor is duly elected and qualified at the next annual meeting of
stockholders. Mr. Brown is married to the sister of Mr. Henry's wife.
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
5
<PAGE>
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
2002.
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 is currently a director of the Hungarian-American Enterprise Fund,
Carlisle Companies, 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 2002.
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 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 Sachs
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 May
2001, or when his successor is duly elected and qualified at the next annual
meeting of stockholders.
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 was 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. 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
6
<PAGE>
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 G. 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
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 Regional Manager
for Central Europe and 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 in November 1997 and is currently Regional
Manager for Western Europe and Managing Director of Euronet's French
subsidiary, EFT Services France S.A.S. Prior to joining the Company, 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.
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.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board held six (6) meetings (including telephonic meetings) during 1999.
During 1999, each director attended at least 75% of the aggregate of the total
number of meetings of the Board (held during the period for which he was a
director) and the total number of meetings held by all Board committees on
which he served (during the periods that he served as a member), except Thomas
A. McDonnell, who was not in attendance at two board meetings during 1999. The
Board has a standing audit committee, a standing compensation committee and a
standing stock option committee. The Board does not have a standing nominating
committee.
The Audit Committee, which is comprised solely of independent directors,
held one meeting in 1999. The Audit Committee makes recommendations concerning
the engagement of independent accountants, reviews with the independent
accountants the plans and results of the audit engagement, approves
professional services provided by the independent accountants, reviews the
independence of the independent accountants, considers the range of the audit
and non-audit fees and reviews the adequacy of the Company's internal
accounting controls. In addition, the Audit Committee is responsible for
reviewing and overseeing transactions between the Company and related parties
or affiliated companies. Thomas A. McDonnell, Steven J. Buckley and Nicholas
B. Callinan are the current members of the Audit Committee.
7
<PAGE>
The Compensation Committee, which is comprised of a majority of independent
directors, did not meet in 1999, but various staffing and executive
compensation matters were dealt with throughout the year by the full board
with the management board members recusing themselves with respect to
decisions regarding management compensation. The Compensation Committee makes
determinations with respect to salaries and bonuses payable to the Company's
Executive Officers. Michael J. Brown, Thomas A. McDonnell, Steven J. Buckley
and Nicholas B. Callinan are the current members of the Compensation
Committee. Mr. Brown does not participate in decisions regarding his own
compensation.
The Stock Option Committee, which is comprised solely of independent
directors, did not meet in 1999, but acted by written consent throughout the
year to grant options to the employees of the Company. The Stock Option
Committee makes determinations with respect to grants of options to officers
and other key employees of the Company. Thomas A. McDonnell and Steven J.
Buckley are the current members of the Stock Option Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Of the members of the Company's Compensation Committee, Michael J. Brown is
the Chief Executive Officer and President of the Company. Mr. Brown does not
participate in decisions relating to his own compensation.
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 1999, the Company's directors, officers, and
greater than 10% beneficial owners complied with all applicable Section 16(a)
filing requirements, except that the following forms were filed late: (i) Form
3's (Initial Statement of Beneficial Ownership of Securities) were filed late
following the appointments of Anthony M. Ficarra, Ronald G. Ferguson, and
Daniel C. Stevens as Vice Presidents of the Company; these appointments took
place on July 20, 1998, December 4, 1998 and April 20, 1999, respectively and
Form 3's were filed on February 12, 1999 for Mr. Ficarra and on May 14, 1999
for Messrs. Ferguson and Stevens, (ii) Form 4's (Statement of Changes of
Beneficial Ownership of Securities) were filed one month late by the Company
on behalf of Ronald G. Ferguson, Jeffrey B. Newman, Daniel C. Stevens and
Anthony M. Ficarra with respect to purchases of 1127, 922, 932 and 1029 shares
of stock, respectively, which took place in August 1999, (iii) a Form 4
relating to the purchase of 3000 shares of stock by Michael J. Brown, CEO,
which should have been filed on May 10, 1999 was filed on May 27, 1999.
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 Common 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.
8
<PAGE>
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 $100,000 during the year ended December 31, 1999
(the "Named Executive Officers") for the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------- -----------------------------------------------------
OTHER SECURITIES
ANNUAL UNDERLYING RESTRICTED LTIP ALL OTHER
NAME AND COMPEN- OPTIONS/ STOCK PAY- COMPEN-
PRINCIPAL POSITION PERIOD SALARY($) BONUS($) SATION($) SAR'S(#) AWARD(S)($) OUTS($) SATIONS($)
- ------------------------ ------ --------- -------- --------- ---------- ----------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Brown........ 1999 200,000 0 0 -- -- -- --
Chief Executive 1998 150,000 0 0 -- -- -- --
Officer 1997 100,000 0 0 1,149,890 -- -- --
Anthony M. Ficarra...... 1999 150,000 100,000 0 14,874 --
Chief Information
Officer 1998 167,347 50,000 0 72,000 -- -- --
Jeffrey B. Newman....... 1999 190,000 0 30,584(1) 28,321 -- -- --
Vice President and 1998 167,198 20,000 0 10,000
General Counsel 1997 133,000 0 0 17,500 -- -- --
1996 -- 0 0 52,500 -- -- --
Daniel R. Henry......... 1999 175,000 0 0 -- -- -- --
Chief Operating Officer 1998 148,513 0 0 -- -- -- --
1997 80,000 0 0 --
1996 50,000 0 0 599,340
Ronald G. Ferguson...... 1999 160,000 0 0 66,277 -- -- --
Vice President and
President of ARKSYS
</TABLE>
- --------
(1) Reimbursement of tuition paid for attendance of Mr. Newman's children at
American schools abroad.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides certain information concerning options granted
to the Named Executive Officers of the Company during the year ended December
31, 1999.
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
% OF
TOTAL POTENTIAL REALIZABLE
NUMBER OF OPTIONS VALUE AT ASSUMED
SECURITIES GRANTED TO ANNUAL RATES OF
UNDERLYING EMPLOYEES STOCK PRICE
OPTIONS IN FISCAL EXERCISE PRICE APPRECIATION FOR
NAME GRANTED YEAR PER SHARE EXPIRATION DATE OPTION TERM(1)
---- ---------- ---------- -------------- --------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
5%($) 10%($)
Michael J. Brown........ ---- ---- ---- ---- ---- ----
Anthony M. Ficarra...... 1,029(2) * $3.02 July 30, 2004 2,502 6,250
12,946(2) 1.2% $2.75 July 30, 2004 12,108 27,469
899(2) * $3.48 July 30, 2004 1,088 2,446
Jeffrey B. Newman....... 15,000 1.5% $5.87 May 3, 2009 (34,333) 1,558
922(2) * $3.02 July 30, 2004 1,154 2,422
11,594(2) 1.1% $2.75 July 30, 2004 10,843 24,600
805(2) * $3.48 July 30, 2004 974 2,190
Daniel R. Henry......... ---- ---- ---- ---- ---- ----
Ron G. Ferguson......... 50,000 5% $5.00 May 18, 2008 (79,471) 21,539
1,127(2) * $3.02 July 30, 2004 1,411 2,960
14,166(2) 1.4% $2.75 July 30, 2004 13,249 30,057
984(2) * $3.48 July 30, 2004 1,191 2,677
</TABLE>
- --------
*The percentage of options granted does not exceed 1% of the total options
granted.
9
<PAGE>
(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.
(2) These grants were made pursuant to a Loan Agreement Program under which
the Company has loaned sums of money to participating employees in order
for them to purchase shares of the Company's stock on the open market. The
shares are pledged to the Company to secure the loans. The loans carry
five-year terms and are non-recourse, non-interest bearing loans. The
shares vest to the employees in five equal tranches of 20 percent of the
shares for five years, commencing at the date each employee began
employment with the Company. As the shares vest, the employees are
entitled to pay off the loans and free the shares of the pledge. The loan
agreements provide that vesting is terminated by any termination of
employment (including dismissal or resignation), and that vesting of all
shares is accelerated in the event of a change of control of the Company.
These loans are considered an award of stock options as the loans are non-
recourse and the employee is not obligated to pay any interest on the
loans. Under this program, loans were made to Named Executive Officers as
follows: Ronald G. Ferguson, $58,000; Anthony M. Ficarra, $53,000; Dan
Stevens $48,000; and Jeffrey B. Newman, $47,500.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth certain information concerning Options
exercised by the Named Executive Officers during the year ended December 31,
1999 and Options held by such individuals at December 31, 1999:
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
ACQUIRED UNDERLYING THE-
ON VALUE UNEXERCISED OPTIONS AT MONEY OPTIONS AT DECEMBER
NAME EXERCISE REALIZED$(1) DECEMBER 31, 1999 31, 1999($)
---- -------- ------------ ------------------------- -------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Brown........ -- -- 851,323 -- 4,616,298 --
Daniel R. Henry......... -- -- 865,795 -- 5,161,519 --
Jeffrey B. Newman....... -- -- 52,242 56,079 218,974 171,146
Anthony M. Ficarra...... -- -- 18,474 68,400 26,960 97,708
Ron Ferguson............ -- -- 23,255 43,022 67,312 131,537
</TABLE>
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. The initial term of this agreement expired on December 17, 1999, but
it was renewed for an additional period of two years. 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 and remained at that level for the
entire year 1999. 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. 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
10
<PAGE>
Counsel). The intial terms of these agreements also expired on December 17,
1999 but they were renewed for two year terms.
The Company also has employment agreements with Messrs. Ficarra and
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.
11
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee. The Committee is responsible for establishing and
administering the policies that govern both annual compensation and equity
ownership programs. The grant of options is governed by the Company's Stock
Option Committee. Mr. Brown does not participate in any decisions regarding
his own compensation.
Overview and Philosophy
The Company's executive compensation program has the following objectives:
. To provide competitive compensation that will help attract, retain and
reward highly qualified executives who contribute to the long-term
success of the Company.
. To align management's interests with stockholders by including long-term
equity incentives.
The Company's compensation package for executives consists of a base salary,
annual bonuses based on a combination of corporate and individual objectives,
and stock options which vest over a period of years, generally five years.
Compensation Levels in 1999
Base Salary
The Company sets base salary compensation within the range of salaries of
executive officers with comparable qualifications, experience and
responsibilities at other companies in the same or similar businesses and of
comparable size and success. Salary determinations upon hiring depend both
upon the executive's salary at his previous place of employment and upon the
individual's potential value to the Company as measured by certain subjective
non-financial objectives. The non-financial objectives include the
individual's potential and actual contribution to the company as a whole,
including his or her ability to motivate others, develop the skills necessary
to grow as the Company matures, recognize and pursue new business
opportunities and initiate programs to enhance the Company's growth and
success.
In July 1998 Mr. Brown's salary was set at $200,000 and Mr. Henry's was set
at $175,000. Neither salary was revised in 1999. In view of compensation
earned through grant of share options at the time of the Company's initial
public offering in March, 1997, the Committee believes the Mr. Brown's and Mr.
Henry's overall compensation packages (base salary, incentive compensation and
stock options) are within an appropriate range given industry standard and the
size of the Company.
Base salaries for other executive and management level employees were
reviewed at the end of 1999. However, no increases were granted to executives
during 1999 or to the date of these proxy materials.
Annual Incentive Compensation and Stock Options Programs
The Company established a cash bonus plan for 1999, with bonuses payable
based on Company-wide EBITDA (earnings before interest, depreciation and
amortization) targets for 1999. Although the defined targets were met for
1999, the management team of the Company has elected to forgo cash bonuses
with respect to the year and therefore no bonus was paid or is payable to
executives (including Mr. Brown or Mr. Henry) with respect to the year 1999. A
contractually agreed bonus due to Mr. Ficarra with respect to 1998 was paid to
him in 1999.
12
<PAGE>
Stock Option Programs
The Company's stock option plans are designed to promote the identity of
long-term interests between the Company's employees and its stockholders and
to assist in the retention of executives. All option grants are proposed by
management and approved by the Stock Option Committee of the Board of
Directors, which consists of two non-management members of the Compensation
Committee. The size of option grants is generally intended by management to
reflect the executive's position with the Company and his or her contributions
to the Company. Under the general terms of the Company's Stock Option Plan,
options are to be granted at an option price equal to the fair market value of
the Common Stock on the date of grant. However, reflecting the belief that the
Company's stock is undervalued, the Compensation Committee and the Board of
Directors established a "floor" strike price of $5 per share in December 1998,
which was maintained throughout 1999. Other than options issued to employees
of Arksys Systems, Inc. ("Arksys") in connection with the acquisition of
Arksys, no options were granted 1n 1999 at a strike price of less than $5 per
share. Stock Options generally vest over a five year period in order to
encourage key employees to remain with the Company.
For most of 1999, the Company's trading price on NASDAQ was well below the
strike price of options granted to executive employees since the Company's
IPO, which range from $13.94 to $5. This substantially diminished the
incentive and retentive impact of the Company's option programs. The Board of
Directors considered, but rejected, re-pricing of options during the year.
However, in order to mitigate the effect of the low stock price on the
Company's option programs, the Board of Directors adopted a program under
which the Company loaned sums of money to participating employees in order for
them to purchase shares of the Company's stock on the open market. The shares
purchased are pledged to secure the loans and the shares vest to the employees
over a five year term. The program resembles an option program in economic
effect to the employee and the loans are considered an award of stock options
from an accounting and tax standpoint. This program was implemented through
purchases of stock in August, September and November. In view of the large
numbers of options already held by Michael J. Brown and Daniel R. Henry, they
did not participate in this program.
Benefits
The Company's executive officers are entitled to receive medical insurance
benefits. During 1999, the previously existing ARKSYS 401(k) Plan was opened
up to all full time Company employees. The Company matches 50% of participant
deferrals on the first 6% of employee deferrals, provided the participant's
deferral is minimum of 4% of salary. The amounts matched vest to the employees
over 7 years.
The amount of perquisites, as determined in accordance with the rules of the
Securities and Exchange Commission relating to executive compensation, did not
exceed 10% of salary and bonus for 1999 for any of the Named Executive
Officers.
Conclusion
Through the Company's programs, a significant portion of the Company's
executive compensation is linked directly to individual and Company
performance in furtherance of strategic goals, as well as stock price
appreciation. The Committee intends to continue the policy of linking
executive compensation to Company performance and stockholder return.
PERFORMANCE GRAPH
Set forth below is a line graph comparing the total cumulative return on the
Common Stock from March 7, 1997 (the date of the IPO) through December 31,
1999 with the Center for Research in Security Prices ("CRSP") Total Returns
Index for U.S. companies traded on the Nasdaq Stock Market (the "Market
Group") and an index group of peer companies, the CRSP Total Returns Index for
U.S. Nasdaq Financial Stocks (the "Peer Group"). The companies in each of the
Market Group and the Peer Group were weighted by market
13
<PAGE>
capitalization. Returns are based on monthly changes in price and assume
reinvested dividends. These calculations assume the value of an investment in
the Common Stock, the Market Group and the Peer Group was $100 on March 7,
1997. The Company's Common Stock is traded on the Nasdaq SmallCap Market under
the symbol EEFT.
Comparison of Five-Year Cumulative Total Returns
Performance Graph for
EURONET SERVICES, INC.
[GRAPH]
Total Returns Index
-------------------
Euronet Market Peer
Services, Inc. Group Group
-------------- -------- -------
3/3/97 100.00 100.00 100.00
6/30/97 73.75 115.61 116.25
12/31/97 51.67 126.56 146.21
6/30/98 29.17 152.58 150.95
12/31/98 17.92 178.34 141.73
6/30/98 13.75 208.91 147.82
12/31/99 50.42 315.25 132.56
14
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has made a loan in the amount of $47,500 under the Loan
Agreement Program described in footnote (2) to the table included in the
section "Option Grants in Last Fiscal Year" to Mr. Newman, Vice President and
General Counsel of the Company. This a non- recourse, non-interest bearing
loan with a maturity date of July 30, 2004. The proceeds of the loan have been
used to purchase 13,321 shares of stock of the Company which have been pledged
to secure the loan. The full amount of this loan is currently outstanding. In
addition, the Company made a $35,000 loan to Mr. Newman in October 1998, at an
interest rate of 7%, primarily to defray certain moving and other personal
expenses incurred by Mr. Newman in connection with his family's move to from
Hungary to France. This loan is repayable in October 2000.
With the exception of the compensation and other transactions described
above, there are no relationships or related party transactions requiring
disclosure.
INDEPENDENT ACCOUNTANTS
The firm of KPMG Polska Audyt Sp. zo.o. ("KPMG") currently serves as the
Company's independent accountants. KPMG will be retained as the Company's
independent auditors in 2000. A representative of KPMG is expected to attend
the Meeting. The representative will have an opportunity to make a statement
if he/she desires to do so and will be available to respond to appropriate
questions.
OTHER MATTERS
The Board knows of no other business which may come before the Meeting. If,
however, any other matters are properly presented to the Meeting, it is the
intention of the persons named in the accompanying proxy to vote, or otherwise
act, in accordance with their judgment on such matters.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Any proposal of a stockholder to be presented at the Company's annual
meeting of stockholders in 2000, including the nomination of persons to serve
on the Board, must be received not later than January 11, 2001 to be included
in the proxy materials for that meeting. Any proposal of a stockholder to be
presented at the Company's annual meeting of stockholders in 2000 which has
not been included in the Company's proxy materials must be received not later
than April 24, 2001 to be considered timely. Stockholders submitting proposals
should submit them in writing and direct them to the Company's secretary at
the Company's principal executive offices via certified mail, return receipt
requested, to ensure timely delivery. No stockholders proposals were received
with respect to the Meeting scheduled for May 11, 2000.
METHOD OF PROXY SOLICITATION
The entire cost of this solicitation of proxies will be borne by the
Company. The Company's directors, officers, and regular employees, without
additional remuneration, may solicit proxies by telephone, telegraph and
personal interviews. The Company will, if requested, reimburse banks,
brokerage houses, and other custodians, nominees and certain fiduciaries for
their reasonable out-of-pocket expenses incurred in connection with the
distribution of proxy materials to their principals.
By Order of the Board,
Jeffrey B. Newman
Secretary and General Counsel
April 10, 2000
15
<PAGE>
FWEUS-PS-00
<PAGE>
EURONET SERVICES INC.
FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EURONET
SERVICES INC. The undersigned holder of shares of Common Stock of the Company
hereby appoints Michael J. Brown, President and Chief Executive Officer, or
failing him, Jeffrey B. Newman, Vice President and General Counsel, as proxy for
the undersigned to attend, vote, and act for and on behalf of the undersigned at
the annual meeting of stockholders of the Company to be held on Thursday, May
11, 1999 at 3:00 p.m. (Central time), at the Doubletree Hotel, Corporate Woods,
10100 College Boulevard, Overland Park, Kansas 66210 and at any adjournments
thereof (the "Meeting"), and hereby revokes any proxy previously given by the
undersigned. If this proxy is not dated, it shall be deemed to be dated on the
date on which this proxy was mailed to the Company.
Without limiting the general powers hereby conferred, with respect to the
Company's proposal to elect directors, the shares of Common Stock represented by
this proxy are to be:
[ ] VOTED FOR the election as directors of all nominees listed below (except as
marked to the contrary below), or
[ ] WITHHELD FROM VOTING for all nominees listed below.
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.
Thomas A. McDonnell Steven J. Buckley Daniel R. Henry
(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE.)
<PAGE>
(CONTINUED FROM PREVIOUS SIDE)
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted in favor of each of the nominees set forth above.
Please sign exactly as name appears exactly as your name(s) appear(s) on
the books of the Company. When shares of Common Stock are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated _______________ ___, 2000
------------------------------------
Signature
------------------------------------
Signature, if Held Jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
