AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 1998
REGISTRATION NO. 333-48309
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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AMENDMENT NO. 5 TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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EURONET SERVICES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6099 74-2806888
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
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HORVAT U. 14-24
1027 BUDAPEST
HUNGARY
011-361-224-1000
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CT CORPORATION SYSTEM
1633 BROADWAY
NEW YORK, NEW YORK 10019
(212) 664-7666
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES TO:
ARNOLD R. WESTERMAN, ESQ. JAMES M. BARTOS, ESQ.
ARENT FOX KINTNER PLOTKIN & KAHN, PLLC SHEARMAN & STERLING
1050 CONNECTICUT AVENUE, N.W. 199 BISHOPSGATE
WASHINGTON, D.C. 20036 LONDON EC2M 3TY ENGLAND
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT PRICE(1) FEE
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Units (consisting of %
Senior Discount Notes
Due 2006 and Warrants
to Purchase Common
Stock) $100,000,000 $1,000 $100,000,000 $29,500
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(1) Estimated solely for the purpose of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
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SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JUNE 16, 1998
PROSPECTUS
DM 177,000,000 GROSS PROCEEDS
LOGO
EURONET SERVICES INC.
UNITS CONSISTING OF % SENIOR DISCOUNT NOTES DUE 2006 AND WARRANTS TO PURCHASE
SHARES OF COMMON STOCK
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Euronet Services Inc. (the "Issuer") is offering (the "Units Offering")
units (collectively, the "Units"), each consisting of DM1,000 principal amount
at maturity of % Senior Discount Notes due 2006 (the "Notes") of the Issuer
and warrants (each a "Warrant"), each Warrant initially entitling the
holder thereof to purchase shares of common stock, par value $0.02 per
share (the "Common Stock"), of the Issuer, at an exercise price of $ per
share (representing a 10% premium over the closing price of the Common Stock as
reported on the Nasdaq National Market on the date of this Prospectus (the
"Exercise Price")). The Notes and the Warrants will be separately transferable
immediately upon the closing of the Units Offering. The Notes will be issued to
generate gross proceeds to the Issuer of approximately DM 177,000,000 and will
be issued at a price of DM per DM1,000 principal amount at maturity,
representing a yield to maturity of % (computed on a semiannual bond
equivalent basis) calculated from , 1998. The Notes are being issued with
original issue discount. Germany may adopt the Euro. If Germany adopts the
Euro, principal and interest on the Notes will be payable in Euros. (See "Risk
Factors--Substitution of Currency.")
The Notes will bear cash interest at a rate of % per annum. CASH INTEREST
ON THE NOTES WILL NOT ACCRUE PRIOR TO , 2002. Commencing , 2002, cash
interest will be payable on the Notes semiannually on and of each year.
The Notes will mature on , 2006.
Application has been made to list the Units, the Notes and the Warrants on
the Luxembourg Stock Exchange. The Issuer's Common Stock trades on the Nasdaq
National Market under the symbol "EEFT", and as of June 8, 1998 the Issuer had
an equity market capitalization of approximately $83 million.
SEE "RISK FACTORS" BEGINNING ON PAGE 18 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
UNITS.
(Cover continued on next page)
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS, ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT (2) ISSUER (1)(3)
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Per Unit................................. % % %
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Total.................................... DM DM DM
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(1) Plus accrued original issue discount, if any, on the Notes from June ,
1998.
(2) The Issuer has agreed to indemnify the Underwriters (as defined herein)
against certain liabilities, including liabilities under the Securities
Act. See "Underwriting."
(3) Before deducting expenses payable by the Issuer estimated at approximately
$640,000. The Underwriters have agreed to reimburse the Company for a
portion of the expenses incurred in connection with the Offering. See
"Underwriting."
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The Units are being offered by the Underwriters, subject to prior sale, when,
as and if issued to and accepted by the Underwriters, and subject to approval
of certain legal matters by counsel for the Underwriters, and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject offers in whole or in part. It is expected that
delivery of the Units offered hereby will be made in New York on or about June
, 1998.
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MERRILL LYNCH CAPITAL MARKETS BANK LIMITED MERRILL LYNCH & CO.
FRANKFURT/MAIN BRANCH
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The date of this Prospectus is June , 1998.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
For information regarding the issuance by the Company of shares of its
Common Stock during the three years ended on the date of this Registration
Statement, see "Management--Certain Transactions" in the Prospectus. Except
for the shares of Common Stock offered and sold by the Company in its March
1997 public offering, all of the shares of Common Sock were issued by the
Company in reliance on the exemption from the registration requirements of
Section 5 of the Securities Act of 1933 provided by Section 4(2) of such Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
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1.1***** Form of Underwriting Agreement.
3.1* Certificate of Incorporation.
3.2(a)* By-Laws of the Company.
3.2(b)** Amended By-Law provision.
4.2 Form of Notes is attached as an exhibit to the form of Indenture
(included as Exhibit 4.3)
4.3**** Form of Indenture between the Company and State Street Bank and
Trust Company, as Trustee
4.4**** Form of Warrant Agreement with form of Warrant Attached.
5.1***** Form of opinion of Arent Fox Kintner Plotkin & Kahn, PLLC as to
the legality of the Notes and Warrants.
10.1* Amended Agreement for Solution Delivery dated April 17, 1996
between Bank Access 24 Rt. and IBM World Trade Corporation.
10.2* Frame Contract dated February 20, 1996 between Bankomat 24 Sp. z
o.o. and AT&T Global Information Solutions Polska, Sp. z o.o.
10.3* Exchange Agreement dated as of December 17, 1996 among the
Company and stockholders and optionholders of Euronet Holding
N.V.
10.4* The Euronet Long-Term Incentive Plan.
10.5* Employment Agreement of Mr. Brown.
10.6* Form of Employment Agreement for Executive Officers.
10.7***** Registration Rights Agreement dated as of March 13, 1996 between
the Company and its principal stockholders.
10.8***** Master Lease Agreement dated as of September 29, 1997 and
Operating Lease Agreement dated June 13, 1997, June 16, 1997,
June 17, 1997, July 28, 1997 and September 17, 1997, between a
subsidiary of the Company and ING Lease (Polska) Sp. z o.o.
10.9***** Master Rental Agreement dated as of March 10, 1995 between HFT
Corporation and a subsidiary of the Company.
10.10***** Leasing, Servicing, Processing, Software License and Software
Service Contract for Automatic Teller Machines dated January 10,
1997 between a subsidiary of the Company and Service Bank GmbH
and Co. KG.
10.11***** Milestone Stock Option Agreement dated October 14, 1996 between
the Company and Dennis Depenbusch, and list of options granted to
Messrs. Brown and Henry under agreements containing the same
terms as the Depenbusch agreement.
10.12***** Form of Automatic Teller Machine Site Agreement.
10.13***** Lease dated February 21, 1997 between a subsidiary of the Company
and Central Business Center Rt., as amended on May 13, 1997,
November 7, 1997, and January 20, 1998.
10.14***** Form of ATM Agreement between banks and the Company.
12***** Statement re: computation of ratios.
21.1***** List of Registrant's Subsidiaries (included in the financial
statements filed as part of the Prospectus).
23.1**** Consent of KPMG Polska Sp. z o.o.
II-2
23.2***** Consent of Arent Fox Kintner Plotkin & Kahn, PLLC.
24.1 Power of Attorney (included on signature page).
25***** Statement of Eligibility of Trustee.
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* Previously filed as an exhibit to the Registration Statement No.
333-18121 and incorporated by reference herein.
** Previously filed as an exhibit to the Form 10-Q for the quarter ended
June 30, 1997 and incorporated by reference herein.
**** Filed herewith.
***** Filed on March 20, 1998, May 6, 1998, May 12, 1998, June 8, 1998 and
June 11, 1998 as part of this Registration Statement.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under "Item 14,
Indemnification of Directors and Officers" above, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment to 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 is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) That for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) That for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 5 TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
BUDAPEST, HUNGARY ON THE 16TH DAY OF JUNE, 1998.
Euronet Services Inc.
By: Daniel R. Henry
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DANIEL R. HENRY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 5 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
Michael J. Brown* Chairman of the
- ------------------------------------- Board of Directors, June 16, 1998
MICHAEL J. BROWN Chief Executive
Officer and
President
(principal
executive officer)
Daniel R. Henry Director and Chief
- ------------------------------------- Operating Officer June 16, 1998
DANIEL R. HENRY
Steven J. Buckley* Director
- ------------------------------------- June 16, 1998
STEVEN J. BUCKLEY
Eriberto R. Scocimara* Director
- ------------------------------------- June 16, 1998
ERIBERTO R. SCOCIMARA
Andrezej Olechowski* Director
- ------------------------------------- June 16, 1998
ANDRZEJ OLECHOWSKI
Thomas A. McDonnell* Director
- ------------------------------------- June 16, 1998
THOMAS A. MCDONNELL
Nicholas B. Callinan* Director
- ------------------------------------- June 16, 1998
NICHOLAS B. CALLINAN
Bruce S. Colwill* Chief Financial
- ------------------------------------- Officer and Chief June 16, 1998
BRUCE S. COLWILL Accounting Officer
(principal financial
officer and principal
accounting officer)
*Signed by Daniel R. Henry pursuant to a Power of Attorney previously filed
II-4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1***** Form of Underwriting Agreement.
3.1* Certificate of Incorporation.
3.2(a)* By-Laws of the Company.
3.2(b)** Amended By-Law provision.
4.2 Form of Notes is attached as an exhibit to the form of Indenture
(included as Exhibit 4.3)
4.3**** Form of Indenture between the Company and State Street Bank and
Trust Company, as Trustee
4.4**** Form of Warrant Agreement with form of Warrant attached.
5.1***** Form of opinion of Arent Fox Kintner Plotkin & Kahn, PLLC as to
the legality of the Notes and Warrants.
10.1* Amended Agreement for Solution Delivery dated April 17, 1996
between Bank Access 24 Rt. and IBM World Trade Corporation.
10.2* Frame Contract dated February 20, 1996 between Bankomat 24 Sp. z
o.o. and AT&T Global Information Solutions Polska, Sp. z o.o.
10.3* Exchange Agreement dated as of December 17, 1996 among the
Company and stockholders and optionholders of Euronet Holding
N.V.
10.4* The Euronet Long-Term Incentive Plan.
10.5* Employment Agreement of Mr. Brown.
10.6* Form of Employment Agreement for Executive Officers.
10.7***** Registration Rights Agreement dated as of March 13, 1996 between
the Company and its principal stockholders.
10.8***** Master Lease Agreement dated as of September 29, 1997 and
Operating Lease Agreement dated June 13, 1997, June 16, 1997,
June 17, 1997, July 28, 1997 and September 17, 1997, between a
subsidiary of the Company and ING Lease (Polska) Sp. z o.o.
10.9***** Master Rental Agreement dated as of March 10, 1995 between HFT
Corporation and a subsidiary of the Company.
10.10***** Leasing, Servicing, Processing, Software License and Software
Service Contract for Automatic Teller Machines dated January 10,
1997 between a subsidiary of the Company and Service Bank GmbH
and Co. KG.
10.11***** Milestone Stock Option Agreement dated October 14, 1996 between
the Company and Dennis Depenbusch, and list of options granted to
Messrs. Brown and Henry under agreements containing the same
terms as the Depenbusch agreement.
10.12***** Form of Automatic Teller Machine Site Agreement.
10.13***** Lease dated February 21, 1997 between a subsidiary of the Company
and Central Business Center Rt., as amended on May 13, 1997,
November 7, 1997, and January 20, 1998.
10.14***** Form of ATM Agreement between banks and the Company.
12***** Statement re: computation of ratios.
21.1***** List of Registrant's Subsidiaries (included in the financial
statements filed as part of the Prospectus).
23.1**** Consent of KPMG Polska Sp. z o.o.
23.2***** Consent of Arent Fox Kintner Plotkin & Kahn, PLLC.
24.1 Power of Attorney (included on signature page).
25***** Statement of Eligibility of Trustee.
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* Previously filed as an exhibit to the Registration Statement No. 333-18121
and incorporated by reference herein.
** Previously filed as an exhibit to the Form 10-Q for the quarter ended June
30, 1997 and incorporated by reference herein.
**** Filed herewith.
***** Filed on March 20, 1998, May 6, 1998, May 12, 1998, June 8, 1998 and June
11, 1998 as part of this Registration Statement.