-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VA0k+kjXZgadGRa+vOmnfM6Z1m345mh64n55P7/yWZy22GJpNVmulAfrMTTWTjQY VkPPqz50M1gBqTqCjH5LBQ== 0001062993-05-001948.txt : 20050817 0001062993-05-001948.hdr.sgml : 20050817 20050817142819 ACCESSION NUMBER: 0001062993-05-001948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050815 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050817 DATE AS OF CHANGE: 20050817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NET 1 UEPS TECHNOLOGIES INC CENTRAL INDEX KEY: 0001041514 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 650903895 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31203 FILM NUMBER: 051033097 BUSINESS ADDRESS: STREET 1: 4TH FLOOR, PRESIDENT PLACE STREET 2: CNR. JAN SMUTS & BOLTON CITY: ROSEBANK, JOHANNESBURG STATE: T3 ZIP: 00000 BUSINESS PHONE: 27 11 343 2000 MAIL ADDRESS: STREET 1: 4TH FLOOR, PRESIDENT PLACE STREET 2: CNR. JAN SMUTS & BOLTON CITY: ROSEBANK, JOHANNESBURG STATE: T3 ZIP: 00000 8-K 1 form8k.htm CURRENT REPORT Filed by Automated Filing Services Inc. (604) 609-0244

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 15, 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, 4th 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: 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(d) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

  (1)     
Effective August 15, 2005, the Board of Directors of Net 1 UEPS Technologies, Inc. (the “Company”) appointed Florian Wendelstadt as a Director of the Company.
 
  (2)     
Mr. Wendelstadt was elected pursuant to a Stock Purchase Agreement (the “SPA”), dated July 18, 2005, by and among certain shareholders of the Company, certain investment entities affiliated with General Atlantic LLC (“General Atlantic”) and the Company.
 
  (3)     
Pursuant to the SPA, Mr. Wendelstadt has the right to be appointed to any committee of the Board, but as of the date hereof has not been appointed to any such committee.
 
  (4)     
On August 8, 2005, pursuant to the SPA, General Atlantic purchased $75 million shares of common stock of the Company in a private placement from certain shareholders of the Company. The private placement closed simultaneously with the closing of a secondary public offering of the Company’s common stock. Pursuant to the SPA, the Company also granted General Atlantic registration rights which provide, under certain circumstances and subject to certain limitations, rights with respect to the registration under the Securities Act of 1933, as amended, of shares in the Company. The registration rights provide that General Atlantic will be entitled to exercise demand registration rights beginning on August 8, 2006.

Item 9.01. Financial Statements and Exhibits.

  (c)      Exhibits.
 
    99.1      Press Release, dated August 15, 2005, announcing the appointment of Florian Wendelstadt as a Director.


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 15, 2005  By: /s/ Serge C.P. Belamant                          
         Serge C.P. Belamant 
         Chief Executive Officer 


EXHIBIT INDEX

Exhibit                                                             Description 
 
99.1  Press Release, dated August 15, 2005, announcing the appointment of Florian Wendelstadt as a Director. 


EX-99.1 2 exhibit99-1.htm PRESS RELEASE, DATED AUGUST 15, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Net 1 UEPS Technologies, Inc. - Exhibit 99.1

Net 1 UEPS Technologies, Inc. Announces Addition of Florian Wendelstadt of General
Atlantic LLC to the Board


     Johannesburg, South Africa (August 15, 2005) – Net 1 UEPS Technologies, Inc. (Net1) (Nasdaq: UEPS), a provider of electronic payment systems for the developing world, announced today that Florian Wendelstadt of General Atlantic LLC has joined its board of directors. General Atlantic, which completed a $75 million investment for secondary shares in conjunction with the Company’s recent NASDAQ listing, is a leading global private equity firm providing capital for growth companies where information technology or intellectual property is a key driver of growth. Wendelstadt is the head of General Atlantic’s London office.

      “Net1 has one of the strongest value propositions – governments, merchants, and individuals all stand to benefit tremendously from the opportunities afforded by the access to electronic payments and banking services that Net1 provides as compared to the limited options available in the cash-based environments that are typical of developing countries. We are looking forward to working with Net1’s management team in the years to come,” said Wendelstadt.

     "General Atlantic's investment is a strong endorsement of Net1’s leadership position in the industry and our vision for the future and Florian is a valuable addition to the board of directors,” said Dr. Serge Belamant, Net 1’s founder and Chief Executive Officer. “General Atlantic brings a network of global professional resources and extensive experience as a strategic advisor to technology-driven growth companies that will enhance our ability to continue to establish strategic partnerships on a global basis.”

     Jonathan Korngold, a Principal in General Atlantic’s London office who will serve as an observer on the board of directors, added that “Net1’s unique solution not only empowers individuals in developing economies to engage in cost-effective electronic transactions for the first time, but also significantly reduces the handling risks and widespread corruption typically associated with cash-based economies.”

About Net 1 U.E.P.S. Technologies, Inc.
     Net 1 provides its universal electronic payment system, or UEPS, as an alternative payment system for the unbanked and under-banked populations of developing economies. Net 1 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, Net 1 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 Net 1'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, Net 1's system can be used for banking, health care management, international money transfers, voting and identification. For additional information, see www.net1ueps.com.


About General Atlantic
     General Atlantic LLC is a leading global private equity firm providing capital for innovative companies where information technology or intellectual property is a key driver of growth. The firm was founded in 1980 and has over $8 billion in capital under management. General Atlantic has invested in about 150 companies, with current holdings in approximately 50 companies of which nearly one-half are based outside the United States. The firm is distinguished within the investment community by its global strategy and worldwide presence, its commitment to provide sustained value-added assistance for its portfolio companies and its long-term approach. General Atlantic has nearly 70 global investment professionals among its 135 employees worldwide with offices in Greenwich, New York, Palo Alto, Washington, D.C., London, Düsseldorf, Singapore, Tokyo, Mumbai, Hong Kong, and São Paulo. For further information and a listing of GA's public and private portfolio companies see www.generalatlantic.com.

This announcement may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements may relate to future events or Net 1’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause Net 1’s or its industry’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. Forward-looking statements in this press release should be evaluated together with the risks, uncertainties and other factors that affect Net 1’s business, particularly those mentioned in from time to time in Net 1’s SEC filings. Net 1 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


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