As filed with the Securities and Exchange Commission on June
10, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NET 1 UEPS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida
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98-0171860
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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President Place, 4th Floor
Cnr. Jan Smuts Avenue
and Bolton Road
Rosebank, Johannesburg, South
Africa
(2711) 343-2000
(Address, including zip
code, and telephone number, including area code, of registrants principal
executive offices)
Serge C.P. Belamant
Chief Executive Officer
Net 1 UEPS Technologies, Inc.
President Place, 4th
Floor
Cnr. Jan Smuts Avenue and Bolton Road
Rosebank,
Johannesburg, South Africa
(2711) 343-2000
(Name,
address, including zip code, and telephone number including area code, of agent
for service)
Copy to:
Marjorie Sybul Adams, Esq.
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 335-4500
Fax:
(212) 335-4501
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective date of this registration
statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. [ ]
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ]
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Accelerated filer [X]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
Title of each class of
securities
to be registered
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Amount to
be registered
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Proposed maximum
offering price per
share
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Proposed maximum
aggregate offering
price
(1)
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Amount of
registration fee
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Common Stock, par value $0.001 per share
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9,984,311 shares
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$10.81
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107,930,402
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$10,869
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(1)
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Estimated solely for the purpose of computing the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933,
as amended (the Securities Act). In accordance with Rule 457(c) of the
Securities Act, the price shown is the average of the high and low prices
for the Registrants common stock on June 7, 2016, as reported on The
Nasdaq Global Select Market.
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The registrant hereby amends
this registration statement on such date or dates as may be necessary to delay
its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as
amended, or until the registration statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is
not complete and may be changed or supplemented. These securities may not
be sold until the registration statement that we filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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SUBJECT TO COMPLETION, DATED JUNE 10,
2016
PROSPECTUS
9,984,311 Shares of Common Stock
The selling shareholders named in this prospectus may offer and
sell up to an aggregate of 9,984,311 shares of our common stock, par value
$0.001 per share, from time to time in one or more offerings. The registration
of the offer and sale of the securities covered by this prospectus does not
necessarily mean that any of the securities will be offered or sold by the
selling shareholders. For information on the selling shareholders, please see
the section entitled Selling Shareholders beginning on page 9 of this
prospectus.
This prospectus provides you with a general description of the
shares of common stock. We will not receive any proceeds from the sale of shares
of our common stock by the selling shareholders. We will bear all other costs,
fees and expenses incurred in effecting the registration of the shares covered
by this prospectus.
The selling shareholders may from time to time offer and sell
the common stock described in this prospectus and any prospectus supplement to
or through one or more underwriters, dealers and agents, or directly to
purchasers, and in one or more public or private transactions, on or off the
NASDAQ Global Select Market, or through a combination of these methods, at fixed
prices, prevailing market prices, at prices related to prevailing market prices
or at negotiated prices. See Plan of Distribution.
If any underwriters, dealers or agents are involved in the sale
of any shares of common stock, to the extent required by law, we intend to file
a prospectus supplement setting forth their names and any applicable purchase
price, fee, commission or discount arrangement between or among them. See the
sections of this prospectus entitled About this Prospectus and Plan of
Distribution for more information.
Investing in shares of our common stock involves risks that
are referenced under the caption Risk Factors on page 5 of this prospectus and
any similar section in any applicable prospectus supplement, free writing
prospectus or documents incorporated by reference into this prospectus. You
should read these documents carefully before you invest.
Our common stock is currently listed on The Nasdaq Global
Select Market under the symbol UEPS. On June 9, 2016, the last reported sale
price of our common stock was $10.73 per share.
Neither the U.S. Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful and complete. Any representation to
the contrary is a criminal offense.
This prospectus
is dated ,
2016.
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TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3
that we filed with the U.S. Securities and Exchange Commission, or the SEC,
utilizing a shelf registration process under the U.S. Securities Act of 1933,
as amended, or the Securities Act. Under this shelf registration process, the
selling shareholders may offer and sell, from time to time, up to an aggregate
of 9,984,311 shares of our common stock. This prospectus provides you with a
general description of the shares of common stock the selling shareholders may
offer and sell. If any underwriters, dealers or agents are involved in the sale
of any shares of common stock, to the extent required by law, we intend to file
a prospectus supplement setting forth their names and any applicable purchase
price, fee, commission or discount arrangement between or among them. Each time
the selling shareholders offer and sell shares of common stock under this shelf
registration, we will, to the extent required by law, provide a prospectus
supplement that will contain specific information about the securities being
offered and sold and the specific terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. This prospectus does not contain all of the information included in
the registration statement. For a more complete understanding of the offering of
the securities, you should refer to the registration statement, including its
exhibits. You should read this prospectus, any applicable prospectus supplement,
the information and documents incorporated herein by reference and the
additional information described under the heading Where You Can Find More
Information before making an investment decision.
Neither we, nor the selling shareholders, have
authorized any underwriter, dealer, agent or other person to give any
information or to make any representation other than those contained or
incorporated by reference in this prospectus and any accompanying supplement to
this prospectus. You must not rely upon any information or representation not
contained or incorporated by reference in this prospectus or any accompanying
prospectus supplement.
This prospectus and any accompanying supplement to this
prospectus do not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the registered securities to which they relate,
nor do this prospectus and any accompanying supplement to this prospectus
constitute an offer to sell or the solicitation of an offer to buy securities in
any jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. You should not assume that the information
contained in this prospectus and any accompanying prospectus supplement is
accurate on any date subsequent to the date set forth on the front of the
document or that any information we have incorporated by reference is correct on
any date subsequent to the date of the document incorporated by reference, even
though this prospectus and any accompanying prospectus supplement is delivered
or securities sold on a later date.
To the extent there are inconsistencies between any prospectus
supplement, this prospectus and any documents incorporated by reference, the
document with the most recent date will control.
Unless the context otherwise requires, Net1, Company, we,
us and our refer to Net 1 UEPS Technologies, Inc. and its consolidated
subsidiaries, and selling shareholders and selling shareholder refer to one
or more of International Finance Corporation, IFC African, Latin American and
Caribbean Fund, LP, IFC Financial Institutions Growth Fund, LP, and Africa
Capitalization Fund, Ltd.
1
SUMMARY
The Company
We are a leading provider of
payment solutions and transaction processing services across multiple industries
and in a number of emerging economies.
We have developed and market a comprehensive transaction
processing solution that encompasses our smart card-based alternative payment
system for the unbanked and under-banked populations of developing economies and
for mobile transaction channels. Our market-leading system can enable the
billions of people globally who generally have limited or no access to a bank
account to enter affordably into electronic transactions with each other,
government agencies, employers, merchants and other financial service providers.
Our universal electronic payment system, or UEPS, and UEPS/EMV derivative
discussed below, uses biometrically secure smart cards that operate in real-time
but offline, unlike traditional payment systems offered by major banking
institutions that require immediate access through a communications network to a
centralized computer. This offline capability means that users of our system can
conduct transactions at any time with other card holders in even the most remote
areas so long as a smart card reader, which is often portable and battery
powered, is available. Our off-line systems also offer the highest level of
availability and affordability by removing any elements that are costly and are
prone to outages. Our latest version of the UEPS technology has been certified
by the EuroPay, MasterCard and Visa global standard, or EMV, which facilitates
our traditionally proprietary UEPS system to interoperate with the global EMV
standard and allows card holders to transact at any EMV-enabled point of sale
terminal or automated teller machine, ATM. The UEPS/EMV technology has been
deployed on an extensive scale in South Africa through the issuance of
MasterCard-branded UEPS/EMV cards to our social welfare grant customers. In
addition to effecting purchases, cash-backs and any form of payment, our system
can be used for banking, healthcare management, international money transfers,
voting and identification.
We also provide secure transaction technology solutions and
services, by offering transaction processing, financial and clinical risk
management solutions to various industries. We have extensive expertise in
secure online transaction processing, cryptography, mobile telephony, integrated
circuit card (chip/smart card) technologies, and the design and provision of
financial and value-added services to our cardholder base.
Our technology is widely used in
South Africa today, where we distribute pension and welfare payments, using our
UEPS/EMV technology, to over nine million recipient cardholders across the
entire country, process debit and credit card payment transactions on behalf of
a wide range of retailers through our EasyPay system, process value-added
services such as bill payments and prepaid airtime and electricity for the major
bill issuers and local councils in South Africa, and provide mobile telephone
top-up transactions for all of the South African mobile carriers. We are the
largest provider of third-party and associated payroll payments in South Africa
through our FIHRST service. We provide financial inclusion services such as
microloans, mobile transacting and prepaid utilities to our cardholder base.
Internationally, through KSNET,
we are one of the top three value-added network, or VAN, processors in South
Korea, and we offer card processing, payment gateway and banking value-added
services in that country. Our XeoHealth service provides funders and providers
of healthcare in the United States with an on-line real-time
management system for healthcare transactions. Through Transact24, we offer
debit, credit and prepaid processing and issuing services for Visa, MasterCard
and ChinaUnionPay in China and other territories across Asia-Pacific, Europe and
Africa, and the United States. Through Masterpayment, we provide payment
processing and enable working capital financing in Europe.
2
Our ZAZOO business unit is responsible for the worldwide
technical development and commercialization of our array of web and mobile
applications and payment technologies, such as Mobile Virtual Card, or MVC, Chip
and GSM licensing and Virtual Top Up, or VTU, and has deployed solutions in many
countries, including South Africa, Namibia, Nigeria, Malawi, Cameroon, the
Philippines, India and Colombia.
We are headquartered in Johannesburg, South Africa. More
information about us is available on our web site at www.net1.com. Information
on our web site is not incorporated by reference into this prospectus. Our
principal executive offices are located at President Place, 4th Floor, Cnr. Jan
Smuts Avenue and Bolton Road, Rosebank, Johannesburg, South Africa. Our phone
number is (2711) 343-2000.
3
The Offering
Common stock outstanding before the
offering
(1)
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55,620,746 shares of our common stock.
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Common stock offered by selling shareholders
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Up to an aggregate of 9,984,311 shares of our common
stock.
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Common stock to be outstanding after the offering
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55,620,746 shares of our common stock.
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Use of proceeds
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We will not receive any proceeds from the sale of shares
of our common stock by the selling shareholders. See Use of Proceeds.
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Nasdaq Global Select Market Symbol
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UEPS
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Risk Factors
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Please read the section of this prospectus entitled Risk
Factors for additional information regarding factors you should carefully
consider before investing in shares of our common stock.
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____________________
(1)
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Based on the number of shares outstanding as of June 8,
2016.
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4
RISK FACTORS
Our business is influenced by
many factors that are difficult to predict, and that involve uncertainties that
may materially affect our actual operating results, cash flows and financial
condition. Before making an investment decision in our shares, you should
carefully consider the specific factors set forth under the caption Risk
Factors in any applicable prospectus supplement and in our periodic reports
filed with the SEC that are incorporated by reference herein (including the
Risk Factors section of our Annual Report on Form 10-K for the fiscal year
ended June 30, 2015, of our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2016 and of other reports we file with the SEC after the date of
this prospectus that will be incorporated by reference into this prospectus)
together with all of the other information appearing in this prospectus, in any
applicable prospectus supplement or incorporated by reference into this
prospectus in light of your particular investment objectives and financial
circumstances.
5
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Forward-looking statements in
this prospectus and the documents incorporated by reference herein are based on
the beliefs and assumptions of our management and on information currently
available. Forward-looking statements include information about possible or
assumed future results of operations in Managements Discussion and Analysis of
Financial Condition and Results of Operations included in our most recent
Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and other
statements preceded by, followed by or that include the words may, will,
should, could, would, expects, plans, intends, anticipates,
believes, estimates, predicts, potential or continue or the negative
of such terms and other comparable terminology.
These forward looking statements involve risks and
uncertainties that could cause our actual results to differ materially from
those projected, anticipated or implied in the forward-looking statements. The
following important factors, among others, could affect future results and could
cause those results to differ materially from those expressed in the
forward-looking statements:
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our ability to maintain our SASSA contract and reduce our
dependence on this contract;
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our ability to successfully expand our product and
service offerings, both in South Africa and internationally, especially
our mobile offerings and our financial inclusion offerings in South
Africa;
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our ability to identify suitable acquisition candidates,
complete acquisitions and successfully integrate the acquired businesses;
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our ability to compete successfully with other companies
that offer smart card and mobile-based technologies, financial inclusion
services and payment processing services;
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our ability to successfully leverage the recent
investment in our company by the International Finance Corporation and the
funds managed by IFC Asset Management Company;
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our ability to attract and retain skilled technical and
sales employees and senior management;
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changes in South African government regulations that may
affect our financial inclusion and other offerings;
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our ability to achieve applicable broad-based black
economic empowerment objectives; and
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our ability to manage the risks associated with operating
in South Africa and other emerging markets, including fluctuations in
foreign currencies against our reporting currency.
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6
Additional information concerning these and other risk factors
that might cause or contribute to such differences include, but are not limited
to, those discussed under the heading Risk Factors in our Annual Report on
Form 10-K for the fiscal year ended June 30, 2015, our Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2016 and our other reports we file
with the SEC after the date of this prospectus that will be incorporated by reference into this prospectus. You should not place undue
reliance on these forward-looking statements, which reflect our opinions only as
of the date of this prospectus. We undertake no obligation to release publicly
any revisions to the forward-looking statements after the date of this
prospectus.
7
USE OF PROCEEDS
We will not receive any proceeds
from the sale of shares of our common stock by the selling shareholders. Such
selling shareholders will receive all of the net proceeds from their sale of
shares of our common stock. The selling shareholders will pay any underwriting
discounts, selling commissions and stock transfer taxes applicable to the sale
of shares of common stock. We will bear all other costs, fees and expenses
incurred in effecting the registration of the shares covered by this prospectus,
including the fees and expenses of one counsel representing the group of selling
shareholders identified herein.
8
SELLING SHAREHOLDERS
On April 11, 2016, we entered
into a subscription agreement with the selling shareholders named below, or the
Subscription Agreement, pursuant to which, on May 11, 2016, we sold to the
selling shareholders in a private placement an aggregate of 9,984,311
newly-issued shares of our common stock at a purchase price of $10.79 per share.
We also entered into a Policy Agreement with the selling shareholders, or the
Policy Agreement, that became effective on May 11, 2016. Under the Policy
Agreement, we agreed to grant certain registration rights to the selling
shareholders for the resale of their shares of the our common stock, including
filing a resale shelf registration statement and taking certain actions to
facilitate resales thereunder. Subject to the terms and conditions of the Policy
Agreement, the selling shareholders also have the right to nominate one member
or appoint one observer to our board of directors, the right to put their shares
back to us, and preemptive rights. The terms and conditions of the Subscription
Agreement and the Policy Agreement are more fully described in, our Current
Report on Form 8-K filed with the SEC on April 12, 2016, which is incorporated
by reference into this prospectus.
This prospectus covers the sale
or other disposition by the selling shareholders of up to the total number of
shares of our common stock held by the selling shareholders, including those
issued pursuant to the Subscription Agreement.
We have agreed with the selling
shareholders to keep the registration statement, of which this prospectus
constitutes a part, effective with respect to their shares until the shares
covered by this prospectus (1) have been disposed of pursuant to and in
accordance with this prospectus, (2) have been disposed of pursuant to and in
accordance with Rule 144 under the Securities Act, (3) become eligible for sale
pursuant to Rule 144 under the Securities Act without volume or manner-of-sale
restrictions and without the requirement for us to be in compliance with the
current public information requirement under Rule 144(c)(1) under the Securities
Act, (4) are otherwise transferred, or (5) have ceased to be outstanding.
Information concerning the
selling shareholders may change from time to time, and any changed information
will be set forth if and when required in prospectus supplements or other
appropriate forms permitted to be used by the SEC. Except as otherwise disclosed
herein, none of the selling shareholders has had any material relationship
within the past three years with our company or any of its predecessors or, to
our knowledge, our affiliates. To our knowledge, none of the selling
shareholders is a broker-dealer or is affiliated with a broker-dealer.
The selling shareholders have
sole voting and investment power with respect to their shares of common stock.
All of the information contained in the table below is based solely upon
information provided to us by the selling shareholders or otherwise known by
us.
The following table sets forth,
for each of the selling shareholders to the extent known by us, the number of
shares of our common stock beneficially owned, the number of shares of our
common stock offered hereby, and the number of shares and percentage of
outstanding common stock to be owned after completion of this offering, assuming
all shares offered hereby are sold.
For the purposes of the following
table, the number of shares of our common stock beneficially owned has been
determined in accordance with Rule 13d-3 under the U.S. Securities Exchange Act
of 1934, as amended, or the Exchange Act, and such information is not
necessarily indicative of beneficial ownership for any other purpose. Under Rule
13d-3, beneficial ownership includes any shares as to which a selling
shareholder has sole or shared voting power or investment power and also any shares which that selling
shareholder has the right to acquire within 60 days of June 8, 2016. The number
of shares outstanding and the percentages of beneficial ownership are based on
55,620,746 shares of our common stock issued and outstanding as of June 8, 2016.
9
The number of shares in the
column Number of Shares Offered represents all of the shares that a selling
shareholder may offer under this prospectus. The selling shareholders may sell
some, all or none of their shares. We do not know how long the selling
shareholders will hold the shares before selling them, and we currently have no
agreements, arrangements or understandings with the selling shareholders
regarding the sale or other disposition of any of the shares. The shares covered
hereby may be offered from time to time by the selling shareholders.
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Number of
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Shares
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Number of
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Beneficially
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Shares
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% of Common
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Owned Prior
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Number of
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Beneficially
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Stock
Beneficially
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to the
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Shares
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Owned After
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Owned After the
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Name of Selling Shareholder
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Offering
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Offered
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the Offering
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Offering
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International Finance
Corporation
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2,781,615
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2,781,615
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0
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0
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IFC African, Latin American and Caribbean
Fund, LP
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2,781,615
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2,781,615
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0
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0
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IFC Financial Institutions
Growth Fund, LP
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2,318,012
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2,318,012
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0
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0
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Africa Capitalization Fund, Ltd.
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2,103,069
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2,103,069
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0
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0
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TOTAL:
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9,984,311
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9,984,311
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0
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0
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10
PLAN OF DISTRIBUTION
The selling shareholders may,
from time to time, sell, transfer or otherwise dispose of any or all of their
respective shares of common stock on any stock exchange, market or trading
facility on which the shares are traded or in private transactions. These
dispositions may be at fixed prices, at prevailing market prices at the time of
sale, at prices related to the prevailing market price, at varying prices
determined at the time of sale or at negotiated prices. The selling shareholders
may use any one or more of the following methods when selling shares or
interests therein:
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ordinary brokerage transactions and transactions in which
the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
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underwritten public offerings;
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purchases by a broker-dealer as principal and resale by
the broker-dealer for its account;
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an exchange or market distribution in accordance with the
rules of the applicable exchange or market;
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privately negotiated transactions;
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settlement of short sales;
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broker-dealers may agree with the selling shareholders to
sell a specified number of such shares at a stipulated price per share;
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through options, swaps or derivatives;
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a combination of any such methods of disposition; and
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any other method permitted pursuant to applicable law.
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The selling shareholders also
may resell all or a portion of the shares in open market transactions in
reliance upon Rule 144 under the Securities Act, provided they meet the criteria
and conform to the requirements of Rule 144.
Broker-dealers engaged by the
selling shareholders may arrange for other brokers-dealers to participate in
sales. Broker-dealers may receive commissions or discounts from the selling
shareholders (or, if any broker-dealer acts as agent for the purchaser of
shares, from the purchaser) in amounts to be negotiated. The selling
shareholders do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved.
Upon our being notified in
writing by a selling shareholder that any material arrangement has been entered
into with a broker-dealer for the sale of the shares through a block trade,
special offering, exchange distribution or secondary distribution or a purchase
by a broker or dealer, we will file a supplement to this prospectus, if
required, pursuant to Rule 424(b) under the Securities Act, disclosing any
required information.
The selling shareholders and any
other persons participating in the sale or distribution of the shares offered
under this prospectus will be subject to applicable provisions of the Exchange
Act, and the rules and regulations under that act, including Regulation M. These
provisions may restrict activities of, and limit the timing of purchases and
sales of any of the shares by, the selling shareholders or any other person.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a
specified period of time prior to the commencement of such distributions,
subject to specified exceptions or exemptions. All of these limitations may
affect the marketability of the shares.
11
The selling shareholders will
pay any underwriting discounts, selling commissions and stock transfer taxes
applicable to the sale of shares of common stock. We will bear all other costs,
fees and expenses incurred in effecting the registration of the shares covered
by this prospectus, including the fees and expenses of one counsel representing
the group of selling shareholders identified herein. We have agreed to indemnify
the selling shareholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act or otherwise.
12
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and
current reports, proxy statements and other information with the SEC. You may
read and copy any document we file with the SEC at the SECs public reference
room at 100 F Street NE, Room 1580, Washington, D.C. 20549. You may obtain
information on the operation of the SECs public reference facilities by calling
the SEC at 1-800-SEC-0330. You can request copies of these documents, upon
payment of a duplicating fee, by writing to the SEC at its principal office at
100 F Street NE, Room 1580, Washington, D.C. 20549-1004. The SEC maintains a
website at www.sec.gov that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
Our SEC filings are accessible through the internet at that website. Our reports
on Forms 10-K, 10-Q and 8-K, and amendments to those reports, are also available
for download, free of charge, as soon as reasonably practicable after these
reports are filed with the SEC, at our website at www.net1.com. The content of
our website is not a part of this prospectus.
13
INCORPORATION OF INFORMATION BY REFERENCE
The SEC allows us to
incorporate by reference the information we file with it, which means that we
can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, (i) after the initial filing date of the
registration statement of which this prospectus forms a part and prior to the
effectiveness of such registration statement and (ii) after the date of this
prospectus and prior to the termination of the offering:
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Annual Report on Form 10-K for the fiscal year ended June
30, 2015, filed with the SEC on August 20, 2015;
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Current Reports on Form 8-K filed with the SEC on August
21, 2015, September 17, 2015, October 15, 2015, November 5, 2015, November
12, 2015 (only the Current Report on Form 8-K containing Item 5.07
disclosure), February 4, 2016 and April 12, 2016;
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Definitive Proxy Statement on Schedule 14A filed with the
SEC on October 2, 2015;
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Quarterly Reports on Form 10-Q for the quarters ended
September 30, 2015, December 31, 2015 and March 31, 2016, filed with the
SEC on November 5, 2015, February 4, 2016 and May 6, 2016, respectively;
and
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description of our common stock contained in Item 7 of
Amendment No. 2 to our Form 10-SB filed on October 26, 2000, including any
amendment or report filed with the SEC for the purpose of updating such
description.
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We will provide without charge to
each person, including any beneficial owner, to whom this prospectus is
delivered, upon his or her written or oral request, a copy of any or all
documents referred to above which have been or may be incorporated by reference
into this prospectus but were not delivered with this prospectus (excluding
exhibits to those documents unless they are specifically incorporated by
reference into those documents). You can request those documents from Mr. Herman
G. Kotzé at President Place, 4th Floor, Cnr. Jan Smuts Avenue and Bolton Road,
Rosebank, Johannesburg, South Africa, telephone (2711) 343-2000.
Information furnished under Items
2.02 or 7.01 (or corresponding information furnished under Item 9.01 or included
as an exhibit) in any past or future Current Report on Form 8-K that we file
with the SEC, unless otherwise specified in such report, is not incorporated by
reference in this prospectus.
14
LEGAL MATTERS
DLA Piper LLP (US), New York, New
York, will provide us with an opinion as to certain legal matters in connection
with the securities being offered hereby.
EXPERTS
The consolidated financial
statements incorporated in this prospectus by reference from Net 1 UEPS
Technologies, Inc.s Annual Report on Form 10-K and the related financial
statement schedules, and the effectiveness of Net 1 UEPS Technologies, Inc.s
internal control over financial reporting, have been audited by Deloitte &
Touche (South Africa), an independent registered public accounting firm, as
stated in their reports, which are incorporated by reference. Such financial
statements and financial statement schedules are included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
15
9,984,311
Shares of Common Stock
PROSPECTUS
, 2016.
16
PART
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth
the expenses payable by us in connection with the offerings of the securities
described in this registration statement being registered hereby.
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SEC registration fee
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$
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10,869
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Printing expenses
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*
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Legal fees and expenses
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*
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Accounting fees and expenses
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*
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Transfer agent and trustee
fees and expenses
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*
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Miscellaneous
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*
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Total
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$
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*
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* Not presently known.
Item 15. Indemnification of Directors and Officers
Section 607.0850(1) of the
Florida Business Corporation Act, or FBCA, permits a Florida corporation to
indemnify any person who was or is a party to any third party proceeding by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation (or is or was serving at the request of the
corporation), against liability incurred in connection with such proceeding
(including any appeal thereof) if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Section 607.0850(2) of the FBCA
permits a Florida corporation to indemnify any person who may be a party to a
derivative action if such person acted in any of the capacities set forth in the
immediately preceding paragraph, against expenses and amounts paid in settlement
not exceeding, in the judgment of the board of directors, the estimated expenses
of litigating the proceeding to conclusion, actually and reasonably incurred in
connection with the defense or settlement of such proceeding (including
appeals), provided that the person acted under the standards set forth in the
immediately preceding paragraph. However, no indemnification shall be made for
any claim, issue or matter for which such person is found to be liable unless,
and only to the extent that, the court determines that, despite the adjudication
of liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which the
court deems proper.
Section 607.0850(4) of the FBCA
provides that any indemnification made as set forth to the two immediately
preceding paragraphs, unless pursuant to a court determination, shall be made
only after a determination that the person to be indemnified has met the
standard of conduct described above. This determination is to be made by a
majority vote of a quorum consisting of the disinterested directors of the board
of directors who were not parties to such proceeding and, if such a quorum is
not available, by duly selected independent legal counsel, or by a majority vote
of the disinterested security holders. The board of directors may also designate
a special committee of disinterested directors to make this determination.
Section 607.0850(3), however,
provides that a Florida corporation must indemnify any director, or officer,
employee or agent of a corporation who has been successful in the defense of any
proceeding referred to in Sections 607.0850(1) or (2), or in the defense of any
claim, issue or matter therein, against expenses actually and reasonably
incurred by him in connection therewith.
Under the FBCA, expenses
incurred by a director or officer in defending a civil or criminal proceeding
may be paid by the corporation in advance of the final disposition thereof upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it is ultimately determined that such director or officer is not
entitled to indemnification under Section 607.0850. Expenses incurred by other
employees or agents in such a proceeding may be paid in advance of final
disposition thereof upon such terms or conditions that the board of directors
deems appropriate.
The FBCA further provides that
the indemnification and advancement of payment provisions contained therein are
not exclusive and it specifically empowers a corporation to make any other or
further indemnification or advancement of expenses under any bylaw, agreement,
vote of security holders or disinterested directors or otherwise, both for
actions taken in an official capacity and for actions taken in other capacities
while holding an office. However, a corporation cannot indemnify or advance
expenses if a judgment or other final adjudication establishes that the actions
of the director or officer were material to the adjudicated cause of action and
the director or officer (a) violated criminal law, unless the director or
officer had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (b) derived an improper
personal benefit from a transaction, (c) was or is a director in a circumstance
where the liability under Section 607.0834 (relating to unlawful distributions)
applies, or (d) engages in willful misconduct or conscious disregard for the
best interests of the corporation in a proceeding by or in right of the
corporation to procure a judgment in its favor or in a proceeding by or in right
of a shareholder.
Our amended and restated by-laws
provide that we have the power to indemnify any current or former director,
officer, employee or agent against any liability arising from any action or suit
to the fullest extent permitted by law. Advances against expenses may be made
under our by-laws and any other indemnification agreement into which we may
enter and the indemnity coverage provided thereunder may include liabilities
under the federal securities laws as well as in other contexts. Our by-laws also
permit us to purchase and maintain insurance on behalf of any current or former
director, officer, employee or agent for any liability incurred by any of them
in connection with, or arising out of, their actions in their capacity as our
director, officer, employee or agent. Our by-laws also provide that any repeal
or modification of the indemnification provisions of the by-laws shall not
adversely affect any right or protection of any person in respect of any act or
omission occurring prior to the time of such repeal or modification.
Reference is made to Article VI of our by-laws incorporated
hereto by reference.
We have entered into
indemnification agreements with all of our non-employee directors and our Chief
Executive Officer and Chief Financial Officer. In general, these agreements
provide that we will indemnify the director or officer to the fullest extent
permitted by law for claims arising in his or her capacity as a director or
officer of our company or in connection with their service at our request for
another corporation or entity. The indemnification agreements also provide for procedures that will apply in the event that a
director or officer makes a claim for indemnification.
Item 16. Exhibits
A list of exhibits filed
herewith is contained in the exhibit index that immediately precedes such
exhibits and is incorporated herein by reference.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus
required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission (the Commission) pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth in
the Calculation of Registration Fee table in the effective registration
statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however
, that paragraphs (1)(i), (1)(ii) and
(1)(iii) do not apply if the registration statement is on Form S-3 or Form F-3
and the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
(2) That, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of
determining liability under the Securities Act to any purchaser:
(i)Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration
statement; and
(ii)Each prospectus required to
be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and
included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the
registration statement to which the prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date; or
(5) That, for the purpose of determining liability of the
undersigned registrant under the Securities Act to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii) The portion of any other free writing prospectus relating
to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(6) That, for purposes of
determining any liability under the Securities Act each filing of the
registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plans annual
report pursuant to Section 15(d) of the Exchange Act), that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(7) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of
the Securities Act, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Johannesburg, South Africa on the
10
th
day of June, 2016.
NET 1 UEPS TECHNOLOGIES, INC.
By:
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/s/ Serge C.P. Belamant
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Name:
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Serge C.P. Belamant
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Title:
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Chief Executive Officer
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KNOW ALL PERSONS BY THESE
PRESENTS, that each of the individuals whose signature appears below constitutes
and appoints Serge Christian Pierre Belamant and Herman Gideon Kotzé, as the
undersigneds true and lawful attorneys-in-fact and agents, with full and
several power of substitution, for the undersigned and in the undersigneds
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement and any
registration statement filed pursuant to Rule 462(b) under the Securities Act
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done.
Pursuant to the requirements of
the Securities Act, this registration statement has been signed by the following
persons on behalf of the registrant and in the capacities indicated and on the
dates indicated below.
/s/ Serge Christian Pierre Belamant
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Name:
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Serge Christian Pierre Belamant
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Title:
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Chief Executive Officer, Chairman of
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the Board and Director (Principal
|
|
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Executive Officer)
|
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Date:
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June 10, 2016
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/s/ Herman Gideon Kotzé
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Name:
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Herman Gideon Kotzé
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Title:
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Chief Financial Officer, Treasurer,
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|
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Secretary and Director (Principal
|
|
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Financial and Accounting Officer)
|
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Date:
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June 10, 2016
|
/s/ Paul Edwards
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Name:
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Paul Edwards
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Title:
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Director
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Date:
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June 10, 2016
|
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/s/ Alasdair Jonathan Kemsley Pein
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Name:
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Alasdair Jonathan Kemsley Pein
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Title:
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Director
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Date:
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June 10, 2016
|
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/s/ Christopher Stefan Seabrooke
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Name:
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Christopher Stefan Seabrooke
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Title:
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Director
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Date:
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June 10, 2016
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