- Current report filing (8-K)
01 November 2011 - 7:45AM
Edgar (US Regulatory)
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):
October 31, 2011 (October 26,
2011)
NET 1 UEPS TECHNOLOGIES,
INC.
(Exact name of registrant as specified in its
charter)
Florida
|
000-31203
|
98-0171860
|
(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)
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 October 26, 2011, 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 2012 for Dr. Serge Belamant, the Companys chairman and chief
executive officer and Herman Kotzé, the Companys chief financial officer.
Cash Incentive Award Plan for Fiscal 2012
Under the cash incentive award plan, each of Dr. Belamant and
Mr. Kotzé will be eligible to earn a cash incentive award based on the Companys
fiscal 2012 financial performance and the achievement of certain objectives
described under Qualitative Portion of the Cash Incentive Award Plan below.
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 level cash
incentive award of 100% of the executives annual base salary for fiscal 2012,
50% of which will be based on the quantitative factors described below and 50%
of which will be based on the qualitative factors described below.
The quantitative portion of the award provides for threshold,
target and maximum percentages of the executives base salary multiplied by 0.50
(to reflect that 50% of the target award is based on the quantitative factors).
For Dr. Belamant, the threshold, target and maximum percentages are 50%, 100%
and 200%. For Mr. Kotzé, the threshold, target and maximum percentages are 50%,
100% and 150%.
The qualitative portion of the award is limited to 100% of the
executives base salary multiplied by 0.50 (to reflect that 50% of the target
award is based on qualitative factors).
Quantitative Portion of the Cash Incentive Award
Plan
Each of Dr. Belamant and Mr. Kotzé will be entitled to receive
50% (at target levels) of his annual base salary based on three quantitative
metrics, with each metric to be measured and awarded separately:
-
30% of this portion is based on specified percentage increases in adjusted
earnings before interest and taxes, in Korean won, of KSNET (
Adjusted
KSNET EBIT
) for fiscal 2012 as compared to fiscal 2011. The following
increases in Adjusted KSNET EBIT will entitle the executive to receive the
following percentages of this portion of the award:
-
Less than
10% increase--0%
-
10% increase (threshold)--50%
-
15%
increase (target)--100%
-
25% increase (maximum)200% for Dr.
Belamant and 150% for Mr. Kotzé
-
Increases above 10% and below 25%
will be interpolated on a linear basis and rounded to the nearest percentage.
-
20% of this portion is based on specified percentage increases in revenue
of the Company as a whole, excluding Cash Paymaster Services (the Companys
pension and welfare business) and KSNET (
Net1 Revenue (ex CPS/KSNET))
for fiscal 2012 as compared to fiscal 2011. For this purpose, all revenue
will be denominated in ZAR but any portion of such revenue attributable to
EasyPay, Net1 UETS, Net1 UTA, Prism, MediKredit and FIHRST that is earned in
other currencies will be converted to ZAR using the same exchange rates that
prevailed in fiscal 2011. The following increases in Net1 Revenue (ex
CPS/KSNET) will entitle the executive to receive the following percentages of
this portion of the award:
-
Less than 10% increase--0%
-
10% increase (threshold)50%
-
15% increase
(target)100%
-
25% increase (maximum)200% for Dr. Belamant and
150% for Mr. Kotzé
-
Increases above 15% and below 25% will be
interpolated on a linear basis and rounded to the nearest percentage.
-
50% of this portion is based on the achievement of specified levels of
fundamental diluted earnings per share of the Company (
Fundamental
EPS
) for fiscal 2012. Fundamental net income and earnings per share is
GAAP net income and earnings per share, as adjusted to exclude the
amortization of acquisition-related intangible assets, net of deferred taxes,
stock-based compensation charges and unusual non-recurring or non- cash items
(that the Remuneration Committee may determine in its discretion to be
appropriate, for acquisition-related expenses). The following levels of
Fundamental EPS will entitle the executive to receive the following
percentages of this portion of the award:
-
Below $ 1.350%
-
$ 1.35 (threshold)50%
-
$ 1.50
(target)100%
-
$ 1.70 (maximum)200% for Dr. Belamant and 150% for
Mr. Kotzé
-
Fundamental EPS above $1.35 and below $1.70 will be
interpolated on a linear basis and rounded to the nearest percentage.
Depending on the outcome of the quantitative metrics, as well
as the level of satisfaction of the qualitative factors discussed below, the
quantitative portion of any actual award may be more or less than 50% of the
executives annual base salary.
Qualitative Portion of the Cash Incentive Award Plan
Each of Dr. Belamant and Mr. Kotzé is entitled to receive up to
50% of his annual base salary based on his individual contribution toward the
achievement of the following Company-wide objectives no later than August 2012
(which is the scheduled time during the year that the Remuneration Committee
reviews performance against the qualitative metrics of the Companys cash
incentive award plan):
-
submission to the Board of a new strategic plan outlining alternative
business scenarios with an analysis of each scenario, together with a revised
organizational structure to support each scenario;
-
approval of such plan and structure by the Board;
-
successful recruitment of new management employees to fill the positions
identified in the strategic plan and organizational structure; and
-
completion of at least one visit to the United States to meet with
shareholders and investors.
The Remuneration Committee may award between 0% and 100% of 50%
of the executives annual base salary, based on its assessment of progress
against these objectives.
Tables Illustrating Potential Payments Under Cash Incentive
Award Plan
Based on Dr. Belamants current annual base salary of $892,500,
the table below illustrates the potential amounts that could be payable to him
under the cash incentive award plan. The table assumes that each of the
quantitative metrics under the Quantitative Portion column are satisfied and
that they are satisfied at the same level (i.e., each at either threshold,
target and maximum) and that he is entitled to receive the full amount of the
amount under the Qualitative Portion column. If some of the quantitative
metrics are not satisfied, or satisfied at different levels, or if less than the
entire amount of the Qualitative Portion is awarded, then the amounts under the
Total column could be greater or less, but in any event may not exceed
$1,338,750.
Quantitative
Portion
|
Quali
tative
Portion
|
Total
|
|
KSNET
EBIT
|
Net1
Revenue (ex
CPS/KSNET)
|
2012
Fundamental
EPS
|
|
|
|
Percentage
Increase
|
Amount
Payable
($)
|
Percentage
Increase
|
Amount
Payable
($)
|
$
|
Amount
Payable
($)
|
$
|
$
|
Threshold
|
10%
|
66,938
|
10%
|
44,625
|
1.35
|
111,563
|
446,250
|
669,376
|
Target
|
15%
|
133,875
|
15%
|
89,250
|
1.50
|
223,125
|
446,250
|
892,500
|
Maximum
|
25%
|
267,750
|
25%
|
178,500
|
1.70
|
446,250
|
446,250
|
1,338,750
|
Based on Mr. Kotzés current annual base salary of $472,500,
the table below illustrates the potential amounts that could be payable to him
under the cash incentive award plan. The table assumes that each of the
quantitative metrics under the Quantitative Portion column are satisfied and
that they are satisfied at the same level (i.e., each at either minimum, target
and maximum) and that he is entitled to receive the full amount of the amount
under the Qualitative Portion column. If some of the quantitative metrics are
not satisfied, or satisfied at different levels, or if less than the entire
amount of the Qualitative Portion is awarded, then the amounts under the Total
column could be greater or less, but in any event, may not exceed $590,626.
Quantitative Portion
|
Quali
tative
Portion
|
Total
|
|
KSNET EBIT
|
Net1 Revenue(ex
CPS/KSNET)
|
2012
Fundamental
EPS
|
|
|
|
Percentage
Increase
|
Amount
Payable
($)
|
Percentage
Increase
|
Amount
Payable
($)
|
$
|
Amount
Payable
($)
|
$
|
$
|
Threshold
|
10%
|
35,438
|
10%
|
23,625
|
1.35
|
59,063
|
236,250
|
354,376
|
Target
|
15%
|
70,875
|
15%
|
47,250
|
1.50
|
118,125
|
236,250
|
472,500
|
Maximum
|
25%
|
106,313
|
25%
|
70,875
|
1.70
|
177,188
|
236,250
|
590,626
|
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: October 31, 2011
|
By:
/s/ Serge C.P. Belamant
|
|
Dr. Serge C.P.
Belamant
|
|
Chief Executive
Officer and Chairman of
|
|
the Board
|
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