8-K

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): August 3, 2005

NET 1 UEPS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Florida	000-31203	65-0903895
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

President Place, 4^th Floor, Cnr. Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg, South Africa
 (Address of principal executive offices)  (ZIP Code) 

Registrant’s telephone number, including area code: (2711) 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 8.01. Other Events

     On August 3, 2005, Net 1 UEPS Technologies, Inc. issued a press release announcing that it had priced a public offering of its common stock and that it was granted listing on The Nasdaq National Market under the symbol “UEPS.”

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits.
	99.1	Press release, dated August 3, 2005, announcing pricing of public offering and listing on The Nasdaq National Market.

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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.

	NET 1 UEPS TECHNOLOGIES, INC.
Date: August 3, 2005	By:          /s/ Serge C.P. Belamant
	Serge C.P. Belamant
	Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press release, dated August 3, 2005, announcing pricing of public offering and listing on The Nasdaq National Market.

EX-99.1

EXHIBIT 99.1

NET 1 UEPS TECHNOLOGIES, INC.
ANNOUNCES PRICING OF PUBLIC OFFERING

FOR IMMEDIATE RELEASE:

Johannesburg, South Africa – August 3, 2005 – Net 1 UEPS Technologies, Inc.

(NASDAQ:UEPS, formerly OTCBB:NOUT) (“Net1” or the “Company”) announced today that, on August 2, 2005, it priced the public offering of 10,258,625 shares of its common stock at $22.00 per share. Net1 applied for and was granted listing on The Nasdaq National Market, and its common stock will begin trading on Nasdaq today under the symbol “UEPS”.

The shares are being offered by existing Net1 shareholders. Net1 has granted the underwriters an option to purchase up to an additional 1,538,794 shares of Net1’s common stock to cover over-allotments, if any, which the underwriters may exercise within 30 days of the date of the final prospectus.

The offering is being made through an underwriting syndicate led by Morgan Stanley and JPMorgan acting as joint book-running managers. Robert W. Baird & Co., Jefferies & Company, Inc. and Thomas Weisel Partners LLC are acting as representatives.

A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. The offering is being made only by means of a prospectus. Copies of the final prospectus relating to this offering may be obtained from Morgan Stanley by emailing prospectus@morganstanley.com or contacting the prospectus department at Morgan Stanley & Co. Inc., 1585 Broadway, New York, NY 10036, telephone (212) 761-6775 or from JPMorgan by emailing addressing.services@jpmorgan.com or contacting the prospectus department at JPMorgan Prospectus Department, One Chase Manhattan Plaza, New York, NY 10081, telephone (212) 552-5164.

About Net1 (www.net1ueps.com)

     Net1 provides its universal electronic payment system, or UEPS, as an alternative payment system for the unbanked and under-banked populations of developing economies. The Company believes that it is the first company worldwide to implement a system that can enable the estimated four billion people who generally have limited or no access to a bank account to enter affordably into electronic transactions with each other, government agencies, employers, merchants and other financial service providers. To accomplish this, the Company has developed and deployed the UEPS. This system uses secure smart cards that operate in real-time but offline, unlike traditional payment systems offered by major banking institutions that require immediate access through a communications network to a centralized computer. This offline capability means that users of Net1’s system can enter into transactions at any time with other card holders in even the most remote areas so long as a portable offline smart card reader is available. In addition to payments and purchases, Net1’s system can be used for banking, health care management, international money transfers, voting and identification.

     This announcement may contain forward-looking statements pursuant to the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements, such as product demand, market and customer acceptance, the effect of economic conditions, competition, pricing, development difficulties, foreign currency risks, costs of capital, the ability to consummate and integrate acquisitions, and other risks detailed in the Company’s SEC filings. The Company undertakes no obligation to revise any of these statements to reflect future circumstances or the occurrence of unanticipated events.

Contact:

Net 1 UEPS Technologies, Inc. 

William Espley 

Net1 Investor Relations 

(604) 484-8750 or Toll Free: (866) 412-NET1 (6381) 

www.net1ueps.com