Current Report Filing (8-k)
March 01 2018 - 8:02AM
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
):
March 1, 2018 (March 1, 2018)
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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b
-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. [ ]
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Alexander M. R. Smith as Chief Financial
Officer and Director
On March 1, 2018, Mr. Smiths appointment as Chief Financial
Officer of Net 1 UEPS Technologies, Inc. (the Company), which was previously
disclosed on the Companys Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on December 1, 2017, became effective. On
that same date, the board of directors of the Company appointed Mr. Smith as a
director of the Company, for a term that will expire at the Companys next
annual meeting of shareholders.
Agreements with Mr. Smith
Mr. Smith and the Company entered into an employment agreement
and a restrictive covenants agreement, which became effective on March 1, 2018.
In addition, Mr. Smith and Net1 Applied Technologies South Africa Proprietary
Limited entered into a contract of employment (SA Employment Contract) and a
restrictive covenants agreement, which also became effective on March 1, 2018.
Mr. Smith will receive an annual base salary of $375,000, which will be paid in
South African Rand (ZAR) and a signing bonus of ZAR 3,000,000. Mr. Smith
received 22,817 shares of restricted stock, of which 11,409 will vest on March
1, 2019, and 11,408 will vest on March 1, 2020, subject to his continued
employment. Mr. Smith will be eligible to receive an annual bonus/cash incentive
award, subject to the remuneration committees determination of the qualitative
and quantitative components of such award. In addition, Mr. Smith will be
eligible to participate in and receive awards under the Companys 2015 Amended
and Restated Stock Incentive Plan with the terms and conditions of any such
awards subject to the discretion of the remuneration committee. The employment
agreement provides that Mr. Smith is an at-will employee and his SA Employment
Contract provides that either party may terminate the agreement with three
months notice.
There are no family relationships between Mr. Smith and any
directors or officers of the Company. There have been no transactions nor are
there any proposed transactions between the Company and Mr. Smith that would
require disclosure pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the agreements with Mr. Smith does
not purport to be complete and is qualified in its entirety by reference to the
full text of such agreements, which are attached hereto as Exhibits 10.80 -
10.83 and are incorporated by reference herein.
Item
9.01
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit
No.
|
|
Description
|
|
|
|
10.80
|
|
Contract of Employment,
effective March 1, 2018, between Net1 Applied Technologies South Africa
Proprietary Limited and Alexander Michael Ramsay Smith
|
10.81
|
|
Restrictive Covenants Agreement, effective
March 1, 2018, between Net1 Applied Technologies South Africa Proprietary
Limited and Alexander Michael Ramsay Smith
|
10.82
|
|
Employment Agreement, effective
March 1, 2018, between Net 1 UEPS Technologies, Inc. and Alexander Michael
Ramsay Smith
|
10.83
|
|
Restrictive Covenants Agreement, effective
March 1, 2018, between Net 1 UEPS Technologies, Inc. and Alexander Michael
Ramsay Smith
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, 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: March 1, 2018
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By:
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/s/ Herman G. Kotzé
|
|
Name:
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Herman G. Kotzé
|
|
Title:
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Chief Executive Officer
|
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