As filed with the Securities and Exchange Commission on June 21,
2006.
Registration No. 333- 126958
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Post-Effective
Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
NET 1 UEPS TECHNOLOGIES,
INC.
(Exact name of registrant as specified in its
charter)
| Florida | 65-0903895 |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) |
| incorporation or organization) |
| President Place, 4th Floor | |
| Cnr. Jan Smuts Avenue and Bolton Road | |
| Rosebank, Johannesburg, South Africa | |
| (Address of principal executive offices) | (Zip Code) |
2004 STOCK INCENTIVE PLAN OF
NET 1 UEPS
TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
(Full title of the plan)
| (Name, address and telephone | |
| number of agent for service) | (Copy to:) |
| Dr. Serge C.P. Belamant | Marjorie Sybul Adams, Esq. |
| Net 1 UEPS Technologies, Inc. | DLA Piper Rudnick Gray Cary US LLP |
| President Place, 4th Floor | 1251 Avenue of the Americas |
| Cnr. Jan Smuts Avenue and Bolton Road | New York, NY 10020 |
| Rosebank, Johannesburg, South Africa | Tel: (212) 335-4500 |
| Tel: (2711) 343-2000 | Fax: (212) 335-4501 |
| Fax: (2711) 880-7080 |
EXPLANATORY NOTE
Pursuant to a Registration Statement on Form S-8 filed by Net 1 UEPS Technologies, Inc., a Florida corporation (the “Registrant”), with the Securities and Exchange Commission (“SEC”) on July 28, 2005 (File No. 333-126958) (the “Registration Statement”), the Registrant registered 2,906,980 shares of its common stock issued or to be issued under the 2004 Stock Incentive Plan of Net 1 UEPS Technologies, Inc. and Its Subsidiaries (the “Plan”). The Board of Directors of the Registrant has adopted the First Amendment to the 2004 Stock Incentive Plan of Net 1 UEPS Technologies, Inc. (the “Amendment”) which revised the definition of “fair market value” set forth in the Plan and modified the methods of payment available to exercise stock options awarded pursuant to the terms of the Plan. The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to file the Amendment as an exhibit to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Johannesburg, Republic of South Africa on the 21st day of June, 2006.
| NET 1 UEPS TECHNOLOGIES, INC. | ||
| By: | /s/ Dr. Serge C.P. Belamant | |
| Name: Dr. Serge C.P. Belamant | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date |
| /s/ Dr. Serge C.P. Belamant | Chief Executive Officer, Chairman of the | June 21, 2006 |
| Dr. Serge C.P. Belamant | Board and Director | |
| (Principal Executive Officer) | ||
| Chief Financial Officer, Treasurer, | ||
| /s/ Herman Gideon Kotze | Secretary | June 21, 2006 |
| Herman Gideon Kotze | and Director | |
| (Principal Financial and Accounting | ||
| Officer) |
A majority of the Board of Directors:
Dr. Serge C.P. Belamant, Herman Gideon Kotze, Antony Charles Ball, Chad Leonard Smart, Christopher Stefan Seabrooke and Alasdair Jonathan Kemsley Pein, Paul Edwards, Florian P. Wendelstadt.
| Signature | Title | Date |
| /s/ Dr. Serge C.P. Belamant | For himself and as Attorney-in-Fact | June 21, 2006 |
| Dr. Serge C.P. Belamant |
EXHIBIT INDEX
| EXHIBIT | |
| NUMBER | DESCRIPTION |
| 4.6 | First Amendment to the 2004 Stock Incentive Plan of Net 1 UEPS Technologies, Inc. And Its Subsidiaries (filed herewith). |
| 24.1 | Powers of Attorney (filed herewith). |