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
29, 2014 (August 27, 2014)
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, 4th 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 August 27, 2014, our board of directors, upon recommendation
of the Remuneration Committee, increased the annual base salary of Dr. Serge
Belamant, our chairman and chief executive officer, Herman Kotze, our chief
financial officer, and Mr. Nitin Soma, our senior vice president of information
technology, by approximately 4% to $975,000, $516,000 and $315,000,
respectively. The increase in annual base salary in each case was effective July
1, 2014. The board also adopted a cash incentive award plan for fiscal 2015 for
Dr. Belamant and Mr. Kotze.
Cash Incentive Award Plan for Fiscal 2015
Under the cash incentive award plan, each of Dr. Belamant and
Mr. Kotze will be eligible to earn a cash incentive award based on the Companys
fiscal 2015 financial performance and his individual contribution toward 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 2015,
70% of which will be based on our fiscal 2015 financial performance and 30% of
which will be based on qualitative factors. The quantitative portion of the
award provides for threshold, target and maximum percentages of the executives
base salary multiplied by 0.70. The qualitative portion of the award is limited
to 100% of the executives base salary multiplied by 0.30.
Quantitative Portion of the Cash Incentive Award Plan
Each of Dr. Belamant and Mr. Kotze will be entitled to receive
an amount equal to 70% of his annual base salary (the Target Quantitative
Award) if we achieve fundamental diluted earnings per share
(Fundamental EPS) of $2.10 for fiscal 2015. At other levels of
Fundamental EPS, each of Dr. Belamant and Mr. Kotze will receive the following
percentages of the Target Quantitative Award:
- At or below $1.90(threshold)0%
- $2.10 (target)100%
- $2.30 or above (maximum)200% for Dr. Belamant and 150% for Mr. Kotze
- Fundamental EPS above $1.90 and below $2.30 will be interpolated relative
to the $2.10 target on a linear basis.
Fundamental EPS will be measured in U.S. dollars as our
earnings per share determined in accordance with U.S. generally accepted
accounting principles, as adjusted to exclude the effects related to (i)
amortization of intangible assets (net of deferred taxes) and
acquisition-related costs; (ii) stock-based compensation charges and (iii) other
items that the Remuneration Committee may determine in its discretion to be
appropriate (for example, accounting changes and one-time or unusual items).
Qualitative Portion of the Cash Incentive Award Plan
Each of Dr. Belamant and Mr. Kotze is entitled to receive up to
30% of his annual base salary based on his contribution toward the enhancing
shareholder value through:
- corporate action and mitigation of regulatory issues;
- implementation of the strategic and operating plans; and
- acquisitions and new business initiatives resulting in new revenue
streams.
The Remuneration Committee may award between 0% and 100% of 30%
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 $975,000,
the table below illustrates the potential amounts that could be payable to him
under the cash incentive award plan upon achievement of various levels of
Fundamental EPS in respect of the quantitative portion of the plan and assuming
the full award is made in respect of the qualitative portion of the plan. The
maximum award payable to Dr. Belamant under the cash incentive award plan is
$1,657,500.
|
Quantitative
Portion
|
Qualitative Portion |
Total |
|
Fundamental EPS ($) |
Amount Payable ($) |
($) |
($) |
Threshold |
1.90 or below |
- |
292,500 |
292,500 |
Target |
2.10 |
682,500 |
292,500 |
975,000 |
Maximum |
2.30 or above |
1,365,000 |
292,500 |
1,657,500 |
Based on Mr. Kotzes current annual base salary of $516,000,
the table below illustrates the potential amounts that could be payable to him
under the cash incentive award plan upon achievement of various levels of
Fundamental EPS in respect of the quantitative portion of the plan and assuming
the full award is made in respect of the qualitative portion of the plan. The
maximum award payable to Mr. Kotze is $696,600.
|
Quantitative
Portion
|
Qualitative Portion |
Total |
|
Fundamental EPS ($) |
Amount Payable ($) |
($) |
($) |
Threshold |
1.90 or below |
- |
154,800 |
154,800 |
Target |
2.10 |
361,200 |
154,800 |
516,000 |
Maximum |
2.30 or above |
541,800 |
154,800 |
696,600 |
Grant of Restricted Stock
On August 27, 2014, our board of directors, upon the
recommendation of the Remuneration Committee, awarded 83,448 and 44,178 shares
of restricted stock to Dr. Belamant and Mr. Kotze, respectively. The number of
shares subject to the award was determined by dividing the recipients annual
salary for 2015 by $11.23, the closing price of our common stock on the Nasdaq
Global Select Market (Nasdaq) on August 27, 2014.
The awards of restricted stock will vest in full only on the
date , if any, the following conditions are satisfied: (1) the closing price of
our common stock equals or exceeds $19.41 (subject to appropriate adjustment for
any stock split or stock dividend) for a period of 30 consecutive trading days
during a measurement period commencing on the date that we file our Annual
Report on Form 10-K for the fiscal year ended 2017 and ending on December 31,
2017 and (2) the recipient is employed by us on a full-time basis when the
condition in (1) is met. If both of these conditions are not satisfied, then
none of the shares of restricted stock will vest and they will be forfeited.
The $19.41 price target represents a 20% increase, compounded
annually, in the price of our common stock on Nasdaq over the $11.23 closing
price on August 27, 2014.
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 29, 2014 |
By: |
/s/ Serge Belamant |
|
|
Dr. Serge C.P. Belamant |
|
|
Chief Executive Officer and
Chairman of |
|
|
the Board
|
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