===============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2007
Euronet Worldwide, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-31648 74-2806888
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
4601 College Boulevard, Suite 300
Leawood, Kansas 66211
(Address of principal executive office)(Zip Code)
(913) 327-4200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
===============================================================================
Item 1.01 Entry into a Material Agreement.
On March 8, 2007, Euronet Worldwide, Inc. (the "Company"), entered into a
Securities Purchase Agreement (the "Purchase Agreement") with certain accredited
investors (the "Investors") pursuant to which the Company agreed to issue and
sell 6,374,528 shares (the "Shares") of its Common Stock, par value $0.02, in a
private placement (the "Offering"). The closing of this offering is subject to
customary closing conditions. The Company expects the Offering to close on March
12, 2007.
The offering price for the Shares was $25.00 per Share. The gross proceeds
of the Offering were approximately $159.36 million. The Company has agreed to
pay the placement agent for the Offering, Banc of America Securities LLC, a
commission of approximately [$4.93] million. The Company expects that the net
proceeds of the Offering, after deducting commissions and estimated expenses,
will be approximately [$154.43] million. The Company currently anticipates using
the proceeds from the private placement for future acquisitions and other
general corporate purposes. One of the acquisition candidates being considered,
which is complimentary to one of the Company's divisions, would represent a
significant acquisition for the Company. That particular candidate is running an
auction process and the Company is considering whether to submit a bid, which
would only be made if it is with a strategic joint venture partner. If such a
joint venture is formed and is the successful bidder in that auction, the
Company's part of the consideration would include cash and assumption of
liabilities and would be funded through a combination of the proceeds of the
Offering and available cash and potential borrowings. The financial impact of
this acquisition on us is difficult to predict because it would depend on the
purchase price, the cost of any debt acquisition financing, the synergies and
other financial benefits from the acquisition and the structure of the joint
venture. Accordingly, it is possible that the transaction may be dilutive to our
earnings per share in the early term of the investment. There can be no
assurance that the Company will make a bid in the auction, or if made, that the
Company will be successful in completing the transaction. Until the proceeds are
utilized as described above, they will be invested in short term investments.
Therefore, while so invested and based on current short term interest rates,
this Offering is not expected to result in dilution to the Company's first
quarter 2007 earnings per share as discussed in our press release dated February
20, 2007.
Pursuant to the Purchase Agreement, the Company agreed to, among other
things, use its reasonable best efforts to prepare and file with the Securities
and Exchange Commission a registration statement covering the resale of the
Shares, on or before April 7, 2007, on an automatically effective "shelf"
registration statement on Form S-3. The Company's failure to meet certain of its
obligations under the Purchase Agreement could subject the Company to fees and
penalties.
The Offering was made in reliance on the exemption from registration
provided in Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and Rule 506 of Regulation D promulgated under the Securities
Act ("Regulation D"). The Shares to be sold in the Offering were not offered by
any form of general solicitation or general advertising. Each of the Investors
represented to the Company that it is an accredited investor, as defined by Rule
501 of Regulation D. Certificates representing the purchased Shares issued in
connection with the Offering will contain appropriate legends to reflect the
restrictions on transfer imposed by the Securities Act.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND
OTHER FEDERAL SECURITIES LAWS, INCLUDING WITH RESPECT TO THE OFFERING AND THE
COMPANY'S INTENDED USE OF THE
2
PROCEEDS FROM THE OFFERING. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE
COMPANY'S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING
STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THE COMPANY'S FORWARD
LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. YOU SHOULD NOT PLACE UNDUE
RELIANCE UPON FORWARD LOOKING STATEMENTS.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01, which is incorporated herein by reference.
Item 8.01 Other Events.
A copy of the Company's press release announcing the transaction described in
Item 1.01 is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
Number Description
99.1 Press Release, dated March 8, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
EURONET WORLDWIDE, INC.
By: /s/ Rick L. Weller
----------------------------------------
Rick L. Weller, Chief Financial Officer
Date: March 8, 2007
3
INDEX TO EXHIBITS
Exhibit Description
------- -----------
99.1 Press Release, dated March 8, 2007
4