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): November 12,
2009 (November 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.
On November 5, 2009, the Board of Directors (the Board) of
Net 1 UEPS Technologies, Inc. (the Company), upon recommendation of the
Remuneration Committee, adopted a cash incentive award plan for fiscal 2010 for
Dr. Serge Belamant, the Companys chief executive officer and Herman Kotze, the
Companys chief financial officer and amended one of the terms of the restricted
stock awards previously granted to Dr. Belamant and Mr. Kotze.
Cash Incentive Award Plan for Fiscal 2010
Under the cash incentive award plan, Dr. Belamant and Mr. Kotze
will be eligible to earn a cash incentive award based on the Companys fiscal
2010 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 2010, 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 2010 as compared with fiscal 2009. 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 2010;
B = % increase in
fundamental earnings per share from fiscal 2009 to fiscal 2010; with B limited
to 30%.
Fundamental earnings per share will be measured as the
Companys earnings per share determined in accordance with U.S. generally
accepted accounting principles (but based on South African rand (ZAR) rather
than U.S. dollar) as adjusted to exclude the effects related to (i) the
amortization of intangible assets; (ii) stock-based compensation charges; and
(iii) onetime, 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
2009.
20% of the target cash incentive award will be based on the
following qualitative factors: (i) evaluation and implementation of the
Companys strategic plan; (ii) assessment of the
Companys progress in relation to domestic and international business development and (iii) progress on implementing a new management structure and succession plans.
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.
Amendment of Restricted Stock Awards
The Board also modified the financial performance target contained in the restricted stock awards granted to Dr. Belamant and Mr. Kotze in August 2007. Under the existing terms of the awards, one-third of the original award shares will vest on each
of September 1, 2010 and 2011. As previously disclosed in the Companys proxy statement for its annual meeting to be held on November 25, 2009, the Board determined that the first tranche of the awards vested on September 1, 2009. Vesting of
the award shares is conditioned upon each recipients continuous service through the applicable vesting date and the Company achieving the financial performance target set for that vesting date. The financial performance target was set based on
a 25% increase, compounded annually, in fundamental diluted earnings per share, expressed in ZAR, above the fundamental diluted earnings per share for the fiscal year ended June 30, 2007.
The Board determined to amend the award such that the financial performance target is now based on a 20% increase, compounded annually, in fundamental diluted earnings per share, expressed in ZAR, above the fundamental diluted earnings per share for
the fiscal year ended June 30, 2007. As a result of the amendment, the terms of Dr. Belamants and Mr. Kotzes restricted stock awards are now consistent with the terms of the restricted stock awards granted to other employees of the
Company in August 2007. Except as described herein, the terms of the restricted stock awards remain unchanged.
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: November 12, 2009
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By:
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/s/
Serge C.P. Belamant
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Dr. Serge C.P. Belamant
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Chief Executive Officer and Chairman of the
Board
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