Filed by Automated Filing Services Inc. (604) 609-0244 - Net 1 UEPS Technologies, Inc. - Form 144

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

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SEC USE ONLY

  DOCUMENT SEQUENCE NO.
  CUSIP NUMBER
  WORK LOCATION
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker
1 (a) NAME OF ISSUER (Please type or print) (b) IRS IDENT. NO (c) S.E.C. FILE NO.
Net 1 UEPS Technologies, Inc. (UEPS) 98-0171860  
1 (d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE (e) TELEPHONE NO.
President Place, 4th Floor, Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg, South Africa AREA CODE NUMBER
          2911 343-2000
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD (b) IRS IDENT. NO. (c) RELATIONSHIP TO ISSUER (d) ADDRESS STREET CITY STATE ZIP CODE
Christopher Seabrooke   Director President Place, 4th Floor, Cnr. Jan Smuts Avenue and Bolton Road
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
3 (a) (b) SEC USE ONLY (c) (d) (e) (f) (g)
Title of the
Class of
Securities
To Be Sold
Name and Address of Each Broker Through Whom the
Securities are to be Offered or Each Market Maker
who is Acquiring the Securities
Broker-Dealer
File Number
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
Aggregate
Market
Value
(See instr. 3(d))
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
Name of Each
Securities
Exchange
(See instr. 3(g))
Common Stock Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
  16,666 $482,314 48,009,788 5/25/06 Nasdaq

INSTRUCTIONS:

1. (a) Name of issuer 3. (a) Title of the class of securities to be sold
  (b) Issuer’s I.R.S. Identification Number   (b) Name and address of each broker through whom the securities are intended to be sold
  (c) Issuer’s S.E.C. file number, if any   (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
  (d) Issuer’s address, including zip code   (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
  (e) Issuer’s telephone number, including area code   (e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
        (f) Approximate date on which the securities are to be sold
2. (a) Name of person for whose account the securities are to be sold   (g) Name of each securities exchange, if any, on which the securities are intended to be sold
  (b) Such person’s I.R.S. identification number, if such person is an entity      
  (c) Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)      
  (d) Such person’s address, including zip code      

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TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of
the Class
Date you Acquired Nature of Acquisition Transaction Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of Securities Acquired Date of Payment Nature of Payment
Common Stock 6/05 Stock Options Net 1 UEPS Technologies, Inc. 16,667 5/25/06 Cash
INSTRUCTIONS:   1.
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
  2.
If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Name and Address of Seller Title of Securities Sold Date of Sale Amount of
Securities Sold
Gross Proceeds
         
REMARKS:
The sale to which this Form 144 relates is part of a transaction pursuant to which Morgan Stanley & Co. Incorporated (“Morgan Stanley”), in its capacity as a market maker (as defined in section 3(a)(38) of the Securities Exchange Act of 1934), is purchasing 1,104,399 shares of common stock directly from various shareholders, including directors and officers of the Company (the “Transaction”). The shares being acquired by Morgan Stanley include 663,840 shares acquired pursuant to the exercise of stock options or other stock-based awards and other shares. Form 144s are being filed by all directors and officers whose shares are included in the Transaction.

INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

  5/25/06   /s/ Christoper Seabroke  
  DATE OF NOTICE   (SIGNATURE)  

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)