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): February 5,
2009
NET 1 UEPS TECHNOLOGIES,
INC.
(Exact name of registrant as specified in its
charter)
Florida
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000-31203
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98-0171860
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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President Place, 4
th
Floor, Cnr. Jan
Smuts Avenue and Bolton Road
Rosebank, Johannesburg, South
Africa
(Address of principal executive offices) (ZIP Code)
Registrants telephone number, including area code:
011-27-11-343-2000
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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Adoption of Cash Incentive Award Plan
On February 5, 2009, the Board of Directors of Net 1 UEPS
Technologies, Inc. (the Company), upon recommendation of the Remuneration
Committee, adopted a cash incentive award plan (Cash Incentive Award Plan)
pursuant to which Dr. Serge Belamant, the Companys Chief Executive Officer, and
Herman Kotze, the Companys Chief Financial Officer, will be eligible to earn a
cash incentive award based on the Companys fiscal 2009 financial performance
and the executives individual performance. The terms of the Cash Incentive
Award Plan are not contained in a formal written document, but are summarized
below.
The Cash Incentive Award Plan provides for a target cash
incentive award of 100% of the executives base salary for fiscal 2009, 80% of
which will be based on the quantitative factors described below and 20% of which
will be based on the qualitative factors described below.
Accordingly, 80% of the target cash incentive award will be
payable if the Company achieves a 25% increase in fundamental earnings per
share in fiscal 2009 as compared with fiscal 2008
.
Therefore, if the
Company achieves a 25% increase in fundamental earnings per share, the executive
will earn 100% of the quantitative cash incentive award. If the Company achieves
an increase in fundamental earnings per share of 15% or less, the executive will
not earn any of the quantitative portion of the cash incentive award. For each
percentage point increase above 15%, the executive will be entitled to receive
10% of the quantitative portion of the target cash incentive award, up to a
maximum of 150% of the quantitative portion of the target cash incentive award
if the Company achieves fundamental earnings per share growth of 30% or more.
The following formula illustrates the calculation of the quantitative portion of
the cash incentive award:
Quantitative portion of cash incentive award = 80% x A x ((B-15%)
x 100) x 10% where:
A = Annual Salary for fiscal 2009;
B = % increase in fundamental earnings per share from fiscal 2008 to fiscal
2009; with B limited to 30%
Fundamental earnings per share will be determined in U.S.
dollars and will be measured as the Companys earnings per share determined in
accordance with U.S. generally accepted accounting principles to exclude the
effects related to (i) the amortization of intangible assets; (ii) stock-based
compensation charges; and (iii) one-time, large, unusual items as determined in
the discretion of the Remuneration Committee. Further, the calculation of
fundamental earnings per share will assume no change in the Companys effective
tax rate from fiscal 2008.
The Remuneration Committee reserves the right to exercise
judgment in the final determination of the cash incentive award that is based on
quantitative factors as it recognizes that changes in exchange rates between the
U.S. dollar, which is the Companys reporting currency, and the South African
rand, which is the Companys primary functional currency, could have a
substantial impact on the Companys fundamental earnings per share which is
reported in U.S. dollars.
20% of the target cash incentive award will be based on the
following qualitative factors: (i) increasing management depth; (ii) integrating
the BGS acquisition and (iii) expanding the Companys foreign operations.
Dr. Belamants current annual base salary is $850,000. Under
the quantitative portion of the Cash Incentive Award Plan, Dr. Belamants
threshold, target and maximum payout amounts are $68,000, $680,000 and
$1,020,000, respectively. If Dr. Belamant were to earn the entire qualitative
portion of his cash incentive award, his maximum total payout amount under the
Cash Incentive Award Plan would be $1,190,000.
Mr. Kotzes current annual base salary is $425,000. Under the
quantitative portion of the Cash incentive award Plan, Mr. Kotzes threshold,
target and maximum payout amounts are $34,000, $340,000 and $510,000,
respectively. If Mr. Kotze were to earn the entire qualitative portion of his
cash incentive award, his maximum total payout amount under the Cash Incentive
Award Plan would be $595,000.
[signature page follows]
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.
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NET 1 UEPS TECHNOLOGIES,
INC.
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Date: February 11, 2009
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By:
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/s/ Serge Belamant
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Dr. Serge C.P. Belamant
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Chief Executive Officer and
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Chairman of the Board
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