Delaware | 74-2806888 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
11400 Tomahawk Creek Parkway, Suite 300 Leawood, Kansas (Address of principal executive offices) | 66211 (Zip Code) |
(Name and address of agent for service)
(913) 327-4200
Scott D. Claassen | Patrick Respeliers, Esq. |
Large accelerated filer | þ | Accelerated filer | ☐ | |
Non-accelerated filer | o | Smaller reporting company | ☐ | |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price(2) | Amount of registration fee(2) | ||||
Common Stock, $0.02 par value per share | 6,000,000 | $115.33 | $691,980,000 | $64,146.55 |
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate number of additional shares of Common Stock, par value $0.02 per share (the "Common Stock") of Euronet Worldwide, Inc (the "Registrant") which may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the 2006 Stock Incentive Plan, as amended and restated (the "Plan").
(2) Pursuant to Rule 457(c) and 457(h)(1) under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee and is based on the average of the high and the low prices of Registrant's Common Stock on November 5, 2021, as reported on the NASDAQ Global Market.
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Article Eighth of the Registrant’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and Article VII of the Registrant’s Amended and Restated Bylaws (the “Bylaws”) provide for indemnification of the Registrant’s directors and officers to the maximum extent permitted by the DGCL.
Section 102(b)(7) of the DGCL enables a Delaware corporation to provide in its certificate of incorporation for the elimination or limitation of the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. However, no provision can eliminate or limit a director’s 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 DGCL, which imposes liability on directors for unlawful payment of dividends or unlawful stock purchase or redemption; or (iv) for any transaction from which the director derived an improper personal benefit.
Article Ninth of the Certificate of Incorporation provides that a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Registrant 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 DGCL, or (iv) for any transaction from which the director derived any improper personal benefit.
Section 145(g) of the DGCL permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.
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The Registrant maintains, and intends to continue to maintain, insurance for the benefit of its directors and officers to insure these persons against certain liabilities, including liabilities under the securities laws.
The Registrant also enters into indemnification agreements with each of its directors and executive officers. The indemnification agreements supplement existing indemnification provisions of the Certificate of Incorporation and Bylaws and, in general, provide for indemnification of and advancement of expenses to the indemnified party, subject to the terms and conditions provided in the indemnification agreement. The indemnification agreements also establish processes and procedures for indemnification claims, advancement of expenses and other determinations with respect to indemnification.
Item 8. Exhibits.
Exhibit Number | Description | |
3.1 | ||
3.2 | ||
3.3 | ||
3.4 | ||
4.1 | ||
5.1 | ||
23.1 | ||
23.2 | ||
24.1 | Power of Attorney (included on signature page hereto) |
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EURONET WORLDWIDE, INC. | ||
By: | /s/ Michael J. Brown | |
Michael J. Brown | ||
Chairman of the Board of Directors, Chief Executive Officer and Director (principal executive officer) |
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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on November 10, 2021.
SIGNATURE | TITLE | ||
/s/ Michael J. Brown | |||
Michael J. Brown | Chairman of the Board of Directors, Chief Executive Officer and Director (principal executive officer) | ||
/s/ Rick L. Weller | |||
Rick L. Weller | Chief Financial Officer and Chief Accounting Officer (principal financial officer and principal accounting officer) | ||
/s/ Paul S. Althasen | |||
Paul S. Althasen | Director | ||
/s/ Andrzej Olechowski | |||
Andrzej Olechowski | Director | ||
/s/ Michael N. Frumkin | |||
Michael N. Frumkin | Director | ||
/s/ Thomas A. McDonnell | |||
Thomas A. McDonnnell | Director | ||
/s/ Andrew B. Schmitt | |||
Andrew B. Schmitt | Director | ||
/s/ M. Jeannine Strandjord | |||
M. Jeannine Strandjord | Director | ||
/s/ Mark R. Callegari | |||
Mark R. Callegari | Director |
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