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
21, 2015 (August 19, 2015)
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 19, 2015, our Board, upon recommendation of the
Remuneration Committee, increased the annual base salary of Dr. Serge Belamant,
our Chairman and Chief Executive Officer, Herman Kotzé, our Chief Financial
Officer, and Mr. Nitin Soma, our Senior Vice President of Information
Technology, by approximately 3% to $1,004,250, $531,480 and $324,450,
respectively. The increase in annual base salary in each case was effective July
1, 2015.
In addition, the Board adopted a cash incentive award plan for
fiscal 2016 for Dr. Belamant and Mr. Kotzé and awarded shares of restricted
stock to Dr. Belamant, Mr. Kotzé, Mr. Soma and Mr. Phil-Hyun Oh, the Chief
Executive Officer and President of KSNET, Inc.
Cash Incentive Award Plan for Fiscal 2016
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 2016 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 2016, 70% of which will be based
on our fiscal 2016 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
Dr. Belamant and Mr. Kotzé 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 $2.61 for fiscal 2016. At other levels of
Fundamental EPS, each of Dr. Belamant and Mr. Kotzé will receive the following
percentages of the Target Quantitative Award:
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At or below $2.49 (threshold)0% |
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$2.61 (target)100% |
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$2.73 or above (maximum)200% for Dr. Belamant and 150%
for Mr. Kotzé |
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|
Fundamental EPS above $2.49 and below $2.73 will be
interpolated relative to the $2.61 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
Dr. Belamant and Mr. Kotzé will be entitled to receive up to
30% of his annual base salary based on his contribution toward the enhancing
shareholder value through:
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implementation of the strategic and operating
plans, including, in the case of Dr. Belamant , development of a
succession plan for senior management; |
|
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growth and geographical expansion of mobile
payments business; and |
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establishment of UK-based presence, with
appropriate staffing levels to support our geographical expansion
strategy. In the case of Dr. Belamant, satisfaction of this portion of the
objective includes spending a significant portion of his time in the UK to
oversee the execution of this strategy. |
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
$1,004,250, 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 $1,707,225.
|
Quantitative Portion |
Qualitative Portion |
Total |
|
Fundamental EPS ($) |
Amount
Payable ($) |
($)
|
($)
|
Threshold |
2.49 or below |
- |
301,275 |
301,275 |
Target |
2.61 |
702,975 |
301,275 |
1,004,250 |
Maximum |
2.73 or above |
1,405,950 |
301,275 |
1,707,225
|
Based on Mr. Kotzés current annual base salary of $531,480,
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. Kotzé is $717,498.
|
Quantitative
Portion |
Qualitative
Portion |
Total |
|
Fundamental EPS ($) |
Amount Payable ($) |
($) |
($) |
Threshold |
2.49 or below |
- |
159,444 |
159,444 |
Target |
2.61 |
372,036 |
159,444 |
531,480 |
Maximum |
2.73 or above |
558,054 |
159,444 |
717,498 |
Grants of Restricted Stock
On August 19, 2015, our Board, upon the recommendation of the
Remuneration Committee, awarded 100,175 and 39,762 shares of restricted stock to
Dr. Belamant and Mr. Kotzé, respectively, and 12,000 shares of restricted stock
to each of Messrs. Soma and Oh.
All of the shares of restricted stock are subject to time-based
and performance-based vesting conditions. In order for any of the shares to
vest, the recipient must remain employed by us on a full-time basis on the date
that we file our Annual Report on Form 10-K for the fiscal year ended June 30,
2018. If that condition is satisfied, then the shares will vest based on the
level of Fundamental EPS we achieve for the fiscal year ended June 30, 2018
(2018 Fundamental EPS), as follows:
|
|
One-third of the shares will vest if we achieve 2018
Fundamental EPS of $2.88; |
|
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Two-thirds of the shares will vest if we achieve 2018
Fundamental EPS of $3.30; and |
|
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All of the shares will vest if we achieve 2018
Fundamental EPS of $3.76. |
At levels of 2018 Fundamental EPS greater $2.88 and less than
$3.76, the number of shares that will vest will be determined by linear
interpolation relative to 2018 Fundamental EPS of $3.30.
Any shares that do not vest in accordance with the
above-described conditions will be forfeited.
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.
|
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|
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Date: August 21, 2015 |
By: |
/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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