SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIESPURSUANT TO SECTION 12(b) OR
12(g) OF THESECURITIES EXCHANGE ACT OF 1934
Euronet Worldwide, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 74-2806888
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
4601 College Boulevard, Suite 300
Leawood, Kansas 66211
(Address of Registrant's Principal (Zip Code)
Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [ ] the following box. [X]
Securities Act registration statement file number to which
this form relates: None
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.02 per share
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of Euronet Worldwide, Inc. ("Euronet")
consists of 60 million shares of Common Stock, par value $0.02 per share and 10
million shares of Preferred Stock, par value $0.02 per share. The following
summary description of the capital stock of Euronet does not purport to be
complete and is subject to the detailed provisions of, and is qualified in its
entirety by reference to, the Certificate of Incorporation and Bylaws, copies of
which have been filed or incorporated by reference as exhibits hereto, and to
the applicable provisions of the General Corporation Law of the State of
Delaware (the "DGCL").
Common Stock
The holders of Common Stock are entitled to one vote for each share held
of record on all matters submitted to a vote of stockholders. Subject to the
rights of any holders of Preferred Stock, holders of Common Stock are entitled
to receive ratably such dividends as may be declared by the Board of Directors
out of funds legally available. Since Euronet's inception, no dividends have
been paid on the Common Stock. Certain of Euronet's credit facilities contain
restrictions on the payment of dividends. In the event of a liquidation,
dissolution or winding up of Euronet, holders of the Common Stock are entitled
to share ratably in the distribution of all assets remaining after payment of
liabilities, subject to the rights of any holders of Preferred Stock. The
holders of Common Stock have no preemptive rights to subscribe for additional
shares of Euronet and no right to convert their Common Stock into any other
securities. In addition, there are no redemption or sinking fund provisions
applicable to the Common Stock. All the outstanding shares of Common Stock are
fully paid and non-assessable.
Preferred Stock
The Board of Directors is authorized, without further action by the
stockholders, to issue any or all shares of authorized Preferred Stock as a
class without series or in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any series. The issuance of Preferred
Stock could adversely affect the voting power of holders of Common Stock and
could have the effect of delaying, deferring or impeding a change in control of
Euronet. The Board of Directors has authorized the issuance of Series A Junior
Preferred Stock, as described below.
Certain Provisions of Euronet's Certificate of Incorporation and Bylaws
Certain provisions of the Certificate of Incorporation and Bylaws of
Euronet summarized below may be deemed to have an anti-takeover effect and may
delay, defer or make more difficult a takeover attempt that a stockholder might
consider in its best interest. Set forth below is a description of certain
provisions of Euronet's Certificate of Incorporation and Bylaws.
The Certificate of Incorporation provides that the Board of Directors of
Euronet be divided into three classes of directors serving staggered three-year
terms. The classes of directors will be as nearly equal in number as possible.
Accordingly, approximately one-third of Euronet's Board of Directors will be
elected each year. The Certificate of Incorporation provides that the number of
directors will be determined by the Board of Directors.
Euronet's Certificate of Incorporation provides that no director of
Euronet shall be liable to Euronet or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to Euronet or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of laws, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases pursuant to Section 174 of the DGCL
or (iv) for any transaction from which the director derived an improper personal
benefit. The effect of these provisions is to eliminate the rights of Euronet
and its stockholders (through stockholders' derivative suits on behalf of
Euronet) to recover monetary damages against a director for breach of fiduciary
duty as a director (including breaches resulting from grossly negligent
behavior), except in the situations described above. These provisions may not
limit the liability of directors under federal securities laws.
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Section 203 of Delaware General Corporation Law
Section 203 of the DGCL prohibits certain transactions between a Delaware
corporation and an "interested stockholder," which is defined as a person who,
together with any affiliates or associates of such person, beneficially owns,
directly or indirectly, 15% or more of the outstanding voting shares of a
Delaware corporation. This provision prohibits certain business combinations
(defined broadly to include mergers, consolidations, sales or other dispositions
of assets having an aggregate value in excess of 10% of the consolidated assets
of the corporation, and certain transactions that would increase the interested
stockholder's proportionate share ownership in the corporation) between an
interested stockholder and a corporation for a period of three years after the
date the interested stockholder becomes an interested stockholder, unless (i)
the business combination is approved by the corporation's board of directors
prior to the date the interested stockholder becomes an interested stockholder,
(ii) the interested stockholder acquired at least 85% of the voting stock of the
corporation (other than stock held by directors who are also officers or by
certain employee stock plans) in the transaction in which it becomes an
interested stockholder or (iii) the business combination is approved by a
majority of the board of directors and by the affirmative vote of 66 2/3% of the
outstanding voting stock that is not owned by the interested stockholder.
Preferred Stock Purchase Rights
On March 20, 2003, the Board of Directors approved a Rights Agreement (as
amended from time to time, the "Rights Agreement") between Euronet and EquiServe
Trust Company, N.A. (the "Rights Agent"), as Rights Agent. In connection with
its approval of the Rights Agreement, the Board of Directors also declared a
dividend of one "Right" for each outstanding share of Euronet's Common Stock,
payable on April 4, 2003 to stockholders of record at the close of business on
March 27, 2003. On November 28, 2003, Euronet amended the Rights Agreement in
connection with an agreement entered into between Euronet and Fletcher
International, Ltd. on November 20, 2003. This amendment became effective on
November 28, 2003. The amendment excludes Fletcher International, Ltd. and its
affiliates from the definition of "Acquiring Person" under certain conditions.
Each Right generally entitles the holder to purchase one one-thousandth
(1/1,000) of a share (a "Unit") of Euronet's Series A Junior Preferred Stock at
a price of $57.00 per Unit upon certain events. The purchase price and amount
and form of consideration to be issued upon exercise are subject to appropriate
adjustment for stock splits and other events. Generally, the Rights are not
exercisable until the Distribution Date (as defined below). The Rights are
redeemable under certain circumstances at $0.01 per Right and will expire,
unless earlier redeemed, on April 3, 2013.
The Rights will not prevent a takeover of Euronet. However, the Rights may
cause substantial dilution to a person or group that acquires 15% or more of the
Common Stock, unless the Rights are first redeemed by the Board of Directors or
an exchange occurs (as described below). Nevertheless, the Rights should not
interfere with a transaction that is in the best interests of Euronet and its
stockholders because the Rights can be redeemed, or an exchange can be effected,
before the consummation of such transaction.
The complete description and terms of the Rights are set forth in the
Rights Agreement, which was filed as an Exhibit to a Current Report on Form 8-K
filed by Euronet with the Securities and Exchange Commission.
Description of Rights; Purchase Price. Each Right entitles the registered
holder to purchase from Euronet, under certain circumstances, one Unit, which
consists of one one-thousandth (1/1,000) of a share of Euronet's Series A Junior
Preferred Stock, par value $.02 per share (the "Series A Preferred Stock"), at a
purchase price of $57.00 per Unit upon certain events. The purchase price and
amount and form of consideration to be issued upon exercise are subject to
appropriate adjustment for stock splits and other events.
Voting. Each Unit shall entitle the holder thereof to one vote on all
matters submitted to a vote of Euronet's stockholders, voting together with
holders of Common Stock as one class on all such matters. Holders of Units shall
not have the right to cumulate their votes in the election of Euronet's
directors, and will have the same voting rights and limitations applicable to
holders of Common Stock as set forth in Euronet's Certificate of Incorporation,
as amended.
Dividends. Each Unit shall entitle the holder thereof to receive
dividends, when, as and if declared by the Board of Directors out of funds
legally available therefor and only after payment of, or provision for, full
dividends on all outstanding shares of any senior series of preferred stock and
after Euronet has made provision for any required
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sinking or purchase funds for any series of preferred stock, on a pari
passu basis with dividend rights of the Common Stock.
Liquidation. In the event of Euronet's voluntary or involuntary
liquidation, dissolution or winding up, holders of Units shall be entitled to
share equally and ratably in all of the assets remaining, if any, after
satisfaction of (i) all of Euronet's debts and liabilities, and (ii) the
preferential rights of any senior series of preferred stock, but before any such
liquidation distributions are paid in respect of Common Stock.
Mergers. In the event of any merger, consolidation or other transaction in
which Common Stock is changed or exchanged, holders of Units will be entitled to
receive the same consideration received per share of Common Stock. These rights
are protected by customary antidilution provisions (see Adjustments, below).
Although the Rights are redeemable, Units of Series A Preferred Stock
purchasable upon exercise of the Rights will not be redeemable.
Because a Unit is equal to one one-thousandth (1/1,000) of a share of
Series A Preferred Stock, a holder of one full share of Series A Preferred Stock
generally would be entitled to dividend, liquidation and voting rights equal to
one thousand (1,000) times the dividend, liquidation and voting rights of one
share of Common Stock. Because of the nature of the Units' dividend, liquidation
and voting rights, the value of one one-thousandth (1/1,000) of a share of
Series A Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
Exercisability of Rights; Expiration Date. The Rights are not exercisable
until the Distribution Date (as defined below), and will expire at the close of
business on April 3, 2013 (the "Final Expiration Date") unless the Rights are
earlier redeemed or exchanged by Euronet, all as described below.
Triggering Events; Distribution Date. The Rights will be exercisable only
upon the earlier of: (i) 10 business days following a public announcement (the
"Stock Acquisition Date") that a person or group of affiliated or associated
persons has become an Acquiring Person and (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in such
person or group becoming an Acquiring Person (the "Distribution Date").
Generally, any person (including affiliates and associates) or group which
acquires beneficial ownership or 15% or more of the then outstanding Common
Stock is an "Acquiring Person". The following persons who meet this definition
will not become Acquiring Persons: (i) Euronet, (ii) any subsidiary of Euronet,
(iii) any employee benefit plan of Euronet or of any subsidiary of Euronet, or
any person or entity organized, appointed or established by Euronet for or
pursuant to the terms of any such plan, (iv) Fletcher International, Ltd.,
together with all of its affiliates (collectively, "Fletcher"), but only so long
as (A) the Common Stock beneficially owned by Fletcher is limited to the Common
Stock Fletcher acquires or is permitted to acquire under the terms of the
agreement with Fletcher and related certificate and (B) Fletcher's beneficial
ownership (as determined pursuant to Rule 13d-3 under the Securities Exchange
Act of 1934, as amended and in effect on the date of the Rights Agreement, of
Common Stock does not at any time exceed 14.99% of the then outstanding Common
Stock, (v) any person that became the beneficial owner of 15% or more of the
outstanding Common Stock as a result of a decrease in the number of outstanding
shares of Common Stock caused by a transaction approved by the Board of
Directors, and (vi) any person who has reported or is required to report such
ownership on Schedule 13G under the Exchange Act (or any comparable or successor
report) or on Schedule 13D under the Exchange Act (or any comparable or
successor report) which Schedule 13G or Schedule 13D does not state any
intention to or reserve the right to control or influence the management or
policies of Euronet or engage in any of the actions specified in Item 4 of such
schedule (other than the disposition of the Common Stock) and, within 10
business days of being requested by Euronet to advise it regarding the same,
certifies to Euronet that such person acquired shares of Common Stock in excess
of 15% inadvertently or without knowledge of the terms of the Rights and who,
together with all affiliates and associates, thereafter does not acquire any
additional shares of Common Stock while being the beneficial owner of 15% or
more of the shares of Common Stock then outstanding.
Flip In Rights. In the event that any person or group becomes an Acquiring
Person (a "Flip-In Triggering Event"), each Right will automatically convert
into a Right to buy Common Stock rather than Series A Preferred Stock. As such,
each holder of a Right will thereafter have the right to purchase Euronet's
Common Stock (or, in certain circumstances, cash, property or other securities
of Euronet) having a value equal to two times the exercise price of the Right,
or in other words, effectively at one-half of Euronet's then-current Common
Stock price. However, any Rights
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associated with Common Stock acquired by an Acquiring Person will be void,
and such Acquiring Person will not be able to exercise the Rights to purchase
additional Common Stock. Rights are not exercisable following the occurrence of
a Flip-In Triggering Event until such time as the Rights are no longer
redeemable by Euronet, as described below.
The following is an example of how exercise of the Rights would work,
assuming an exercise price of $30 per Right and a then-current market price for
Euronet's Common Stock of $10.
Example: At an exercise price of $30 per Right, each Right (excluding
those owned by an Acquiring Person) would be multiplied by the number of Units
of Series A Preferred Stock into which the Right was exercisable -- 1. That
number ($30 x 1 = $30) is then divided by 50% of the then-current market price
of Euronet's stock (50% of $10 = $5) -- thus, $30 divided by 5 equals 6, which
is the number of shares of Euronet Common Stock received for each Right. Thus,
for each $30 purchase price, each holder would receive 6 shares of Euronet
Common Stock, which would have an aggregate value of $60--twice the $30 purchase
price.
Flip Over. In the event that, at any time following the Flip-In Triggering
Event: (i) Euronet is acquired in a merger or other business combination
transaction, or (ii) more than 50% of Euronet's assets or earning power is sold
or transferred, each holder of a Right (except voided Rights held by the
Acquiring Person) shall have the right to purchase common stock of the Acquiring
Person having a value equal to two times the exercise price of the Right. The
formula for a Flip-Over purchase is the same as used for a Flip-In Triggering
Event, only utilizing the market price of the Acquiring Person's stock.
Transfer and Detachment of Rights. The Rights were attached to all Common
Stock certificates representing Common Stock outstanding at the close of
business on March 27, 2003, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Stock upon a Distribution
Date. Until the Distribution Date: (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after March 11,
2003 contain a legend and notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.
As soon as practicable after a Distribution Date, Rights Certificates will
be mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Rights Certificates alone
will represent the Rights. Any registered holder desiring to transfer, split up,
combine or exchange any Rights Certificate must make such request in writing to
the Rights Agent, and shall surrender the Rights Certificate to be transferred,
split up, combined or exchanged at the principal office or offices of the Rights
Agent. Neither the Rights Agent nor Euronet shall be obligated to take any
action whatsoever regarding the transfer of any such surrendered Rights
Certificate until the registered holder has completed and signed the certificate
contained in the form of assignment on the reverse side of the Rights
Certificate and has provided such additional information about the identity of
the parties involved, as Euronet may reasonably request. Thereupon the Rights
Agent shall, subject to certain restrictions contained in the Rights Agreement
regarding certain entities acquiring 15% or more of Euronet's Common Stock,
countersign and deliver to the person entitled a Rights Certificate or Rights
Certificates, as the case may be, as so requested. Euronet may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer, split up, combination or exchange of Rights
Certificates.
Adjustments. The purchase price payable, and the number of Units or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Series A
Preferred Stock, (ii) if holders of the Series A Preferred Stock are granted
certain rights or warrants to subscribe for Series A Preferred Stock, or shares
having the same rights, preferences and privileges as the Series A Preferred
Stock, or convertible securities at less than the current market price of the
Series A Preferred Stock, or (iii) upon the distribution to holders of the
Series A Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).
The number of outstanding Rights, and the number of Units or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time in the event that Euronet (i) declares a dividend
on
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the outstanding shares of Common Stock payable in shares of Common Stock,
(ii) subdivides the outstanding shares of Common Stock, or (iii) combines the
outstanding shares of Common Stock into a smaller number of shares.
With certain exceptions, no adjustment in the purchase price will be
required until cumulative adjustments amount to at least 1% of the purchase
price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Series A Preferred Stock on
the last trading date prior to the date of exercise.
Redemption. In general, at any time prior to the earlier of (i) the close
of business on the 10th business day following a Stock Acquisition Date, or (ii)
the Final Expiration Date, Euronet may redeem the Rights in whole, but not in
part, at a price of $.01 per Right. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the redemption price.
Exchange. In general, at any time after a person becomes an Acquiring
Person, and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Stock, the Board of Directors may exchange all or part of
the then outstanding Rights (other than Rights owned by such person or group
which have become void) for Common Stock at an exchange ratio of one share of
Common Stock per Right (or in certain circumstances preferred stock), subject to
applicable adjustments.
No Stockholder Rights for Right Holders. Until a Right is exercised, the
holder thereof will have no rights as a stockholder of Euronet relating to the
Rights, including, without limitation, the right to vote, receive dividends or
any distributions upon liquidation.
Tax Consequences. While the distribution of the Rights will not be taxable
to stockholders or to Euronet, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights became
exercisable for Common Stock (or other consideration) of Euronet or for common
stock of the acquiring company as set forth above.
Amendments. The Rights Agreement may be amended by the Board of Directors
prior to the Distribution Date. After the Distribution Date, the Rights
Agreement may be amended by the Board of Directors in order to cure any
ambiguity, to correct or supplement any defective or inconsistent provisions, to
make any necessary or desirable changes that do not adversely affect the
interests of holders of Rights, or to shorten or lengthen any time period under
the Rights Agreement; provided, however, that no amendment to adjust the time
period governing redemption shall be made at such time as the Rights are not
redeemable and any amendment to lengthen any other time period must be for the
purpose of protecting, enhancing or clarifying the rights of or benefits to the
holders of Rights.
Item 2. Exhibits.
The following exhibits are filed as a part hereof:
1 Certificate of Incorporation of Euronet (incorporated herein by
reference to Exhibit 3.1 to Euronet's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001).
2 Bylaws of Euronet (incorporated herein by reference to Exhibit 3.2 to
Euronet's Registration Statement on Form S-1 filed on December 18, 1996
(Registration No. 333-18121)).
3 Amendment No. 1 to Bylaws of Euronet (incorporated herein by
reference to Exhibit 3(ii) to Euronet's Quarterly Report on Form
10-Q for the fiscal period ended March 31, 1997).
4 Amendment No. 2 to Bylaws of Euronet (incorporated herein by
reference to Exhibit 3.1 to Euronet's Current Report on Form 8-K
filed on March 24, 2003).
5 Specimen of certificate for shares of Common Stock (incorporated herein
by reference to Exhibit 4.1 to Euronet's Registration Statement on Form
S-1 filed on December 18, 1996 (Registration No. 333-18121)).
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6 Indenture dated as of June 22, 1998 between Euronet Services Inc. and
State Street Bank and Trust Company, as Trustee (filed as Exhibit 4.3 to
the Registrant's S-l/A filed on June 16, 1998, and incorporated by
reference herein).
7 Warrant Agreement dated as of June 22, 1998 between Euronet Services
Inc. and State Street Bank and Trust Company, as Warrant Agent (filed as
Exhibit 4.4 to the Registrant's S-1/A filed on June 16, 1998, and
incorporated by reference herein).
8 Form of Certificate issued to the shareholders of transact Elektronische
Zahlungssysteme GmbH, dated November 19/20, 2003 (filed as Exhibit 4.1
to the Registrant's current report on Form 8-K filed on November 25,
2003, and incorporated by reference herein).
9 Certificate of Additional Investment Rights issued to Fletcher
International, Ltd. on November 21, 2003 (filed as Exhibit 4.2 to the
Registrant's current report on Form 8-K filed on November 25, 2003, and
incorporated by reference herein).
10 Agreement, dated November 20, 2003, between the Registrant and Fletcher
International, Ltd. (filed as Exhibit 10.1 to the Registrant's current
report on Form 8-K filed on November 25, 2003, and incorporated by
reference herein).
11 Rights Agreement, dated as of March 21, 2003, between the Registrant and
EquiServe Trust Company, N.A. (filed as Exhibit 4.1 to the Registrant's
current report on Form 8-K filed on March 24, 2003, and incorporated by
reference herein).
12 First Amendment to Rights Agreement, dated as of November 28, 2003,
between the Registrant and EquiServe Trust Company, N.A. (filed as
Exhibit 4.1 to the Registrant's current report on Form 8-K filed on
December 4, 2003, and incorporated by reference herein).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
EURONET WORLDWIDE, INC.
By: /s/ Jeffrey B. Newman
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Name: Jeffrey B. Newman
Title: Executive Vice President &
General Counsel
Dated: November 17, 2004
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EXHIBIT INDEX
Exhibit
No. Description
1 Certificate of Incorporation of Euronet (incorporated herein by
reference to Exhibit 3.1 to Euronet's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001).
2 Bylaws of Euronet (incorporated herein by reference to Exhibit 3.2 to
Euronet's Registration Statement on Form S-1 filed on December 18, 1996
(Registration No. 333-18121)).
3 Amendment No. 1 to Bylaws of Euronet (incorporated herein by
reference to Exhibit 3(ii) to Euronet's Quarterly Report on Form
10-Q for the fiscal period ended March 31, 1997).
4 Amendment No. 2 to Bylaws of Euronet (incorporated herein by
reference to Exhibit 3.1 to Euronet's Current Report on Form 8-K
filed on March 24, 2003).
5 Specimen of certificate for shares of Common Stock (incorporated herein
by reference to Exhibit 4.1 to Euronet's Registration Statement on Form
S-1 filed on December 18, 1996 (Registration No. 333-18121)).
6 Indenture dated as of June 22, 1998 between Euronet Services Inc. and
State Street Bank and Trust Company, as Trustee (filed as Exhibit 4.3 to
the Registrant's S-l/A filed on June 16, 1998, and incorporated by
reference herein).
7 Warrant Agreement dated as of June 22, 1998 between Euronet Services
Inc. and State Street Bank and Trust Company, as Warrant Agent (filed as
Exhibit 4.4 to the Registrant's S-1/A filed on June 16, 1998, and
incorporated by reference herein).
8 Form of Certificate issued to the shareholders of transact Elektronische
Zahlungssysteme GmbH, dated November 19/20, 2003 (filed as Exhibit 4.1
to the Registrant's current report on Form 8-K filed on November 25,
2003, and incorporated by reference herein).
9 Certificate of Additional Investment Rights issued to Fletcher
International, Ltd. on November 21, 2003 (filed as Exhibit 4.2 to the
Registrant's current report on Form 8-K filed on November 25, 2003, and
incorporated by reference herein).
10 Agreement, dated November 20, 2003, between the Registrant and Fletcher
International, Ltd. (filed as Exhibit 10.1 to the Registrant's current
report on Form 8-K filed on November 25, 2003, and incorporated by
reference herein).
11 Rights Agreement, dated as of March 21, 2003, between the Registrant and
EquiServe Trust Company, N.A. (filed as Exhibit 4.1 to the Registrant's
current report on Form 8-K filed on March 24, 2003, and incorporated by
reference herein).
12 First Amendment to Rights Agreement, dated as of November 28, 2003,
between the Registrant and EquiServe Trust Company, N.A. (filed as
Exhibit 4.1 to the Registrant's current report on Form 8-K filed on
December 4, 2003, and incorporated by reference herein).
8