UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment No. 1
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 27, 2004
Euronet Worldwide, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-22167 74-2806888
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification Number)
4601 College Boulevard
Leawood, Kansas 66211
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(Address of principal executive offices) (Zip Code)
(913) 327-7200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
EXPLANATORY NOTE
This Amendment No. 1 amends the Registrant's Current Report on Form 8-K filed on
June 14, 2004. The previous Current Report stated that the purchase price for
the additional 41% of the outstanding shares of ATX pursuant to the option
agreement with the two shareholders of ATX is 6,000,000 Euros. The correct price
is 8,000,000 Euros.
Item 5. Other Events and Regulation FD Disclosure
On May 27, 2004 Euronet Worldwide, Inc. ("Euronet") completed the
acquisition of 10% of the outstanding shares of ATX Software Limited ("ATX")
from the two shareholders of ATX.
ATX is a provider of electronic prepaid voucher solutions headquartered in
the United Kingdom. ATX offers software or outsourcing solutions for prepaid
processing to existing scratch card distributors willing to switch to electronic
top-up solutions. ATX's network and transaction processing centers in London and
Paris support devices using state-of-the-art secure protocols. ATX works
directly with scratch card distributors, who in turn contract with individual
retailers.
The purchase price for the shares, which was determined through arm's
length negotiations, was 2,000,000 Euros, payable in shares of Euronet common
stock. Euronet issued an aggregate 125,590 shares of Euronet common stock in
payment of the purchase price for the shares.
In the transaction, Euronet was granted an option to purchase an
additional 41% of the outstanding shares of ATX from the two shareholders at any
time prior to April 1, 2005. The purchase price for the additional shares is
8,000,000 Euros, payable in Euronet common stock. Pursuant to the terms of the
option agreement, the aggregate number of shares to be issued under this option
will be based upon the average closing price of Euronet stock for the 60 days
preceding the date of exercise of the option.
Euronet agreed to file a registration statement on Form S-3 with the
Securities and Exchange Commission no later than 30 days after the date of
completion of the initial purchase transaction to enable the public resale of
the shares of Euronet common stock received by the shareholders of ATX in the
initial purchase transaction, and to use its commercially reasonable efforts to
cause the registration statement to be declared effective as soon as reasonably
practicable but in any event no later than 90 days after the date of completion
of the initial purchase transaction.
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/ Jeffrey B. Newman
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Jeffrey B. Newman
Executive Vice President
and General Counsel
Date: June 15, 2004
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