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): December 1, 2008

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, 4 th Floor, Cnr. Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg, South Africa
(Address of principal executive offices) (ZIP Code)

Registrant’s 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 8.01 OTHER EVENTS.

     On December 1, 2008, Net 1 UEPS Technologies, Inc. (“Net1” or the “Company”) filed its Amended and Restated Articles of Incorporation (the “Amendment and Restatement”) with the Secretary of State of the State of Florida. The Amendment and Restatement was previously approved by the board of directors of the Company as described in the Company’s most recent proxy statement and was approved by the Company’s shareholders at its 2008 annual shareholders’ meeting held on November 27, 2008. The Amendment and Restatement amends the Company’s Articles of Incorporation to (i) increase the number of authorized shares of the Company’s common stock from 83,333,333 shares to 200,000,000 shares, (ii) simplify the Company’s Articles of Incorporation by deleting obsolete provisions and (iii) consolidate the Company’s Articles of Incorporation so that the entire charter is contained in one document. No change was made to the number of authorized shares of our preferred stock.

     The foregoing description is qualified in its entirety by reference to the Amendment and Restatement, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.

ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(d) Exhibits.

Exhibit No.  

Exhibit Description

3.1   Amended and Restated Articles of Incorporation of Net 1 UEPS Technologies, Inc.

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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.
     
     
Date: December 1, 2008 By: /s/ Serge C.P. Belamant
    Dr. Serge C.P. Belamant
    Chief Executive Officer

Exhibit 3.1

CERTIFICATE ACCOMPANYING
ARTICLES OF RESTATEMENT OF
ARTICLES OF INCORPORATION OF
NET 1 UEPS TECHNOLOGIES, INC.

     Pursuant to the provisions of Section 607.1003 and 607.1007 of the Florida Business Corporation Act (the " Act "), the undersigned corporation, NET 1 UEPS TECHNOLOGIES, INC. (the " Corporation "), a Florida corporation, certifies the following:

     1. The name of the Corporation is Net 1 UEPS Technologies, Inc.

     2. The Articles of Restatement amend and restate the Corporation's Articles of Incorporation in their entirety.

     3. The amended and restated Articles of Incorporation were adopted by the written consent of all of the members of the Board of Directors adopted by the Board of Directors of the Corporation effective October 16, 2008.

     4. The amended and restated Articles of Incorporation were recommended by the Board of Directors of the Corporation and submitted to the shareholders of the Corporation for approval at the annual meeting of the shareholders of the Corporation, held on November 27, 2008. The amendment to the Articles of Incorporation of the Corporation was approved by the shareholders of the Corporation, with the number of votes cast for the amendment being sufficient for approval in accordance with the applicable provisions of the Act.

      IN WITNESS WHEREOF , the Chief Executive Officer of the Corporation has signed this Certificate as of November 27, 2008.

  NET 1 UEPS TECHNOLOGIES, INC.
     
     
     
  By: /s/ Serge C.P. Belamant
    Serge C.P. Belamant,
   

Chief Executive Officer


AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
NET 1 UEPS TECHNOLOGIES, INC.

     Pursuant to Sections 607.1001, 607.1003, and 607.1007 of the Florida Business Corporation Act (the " Act "), NET I UEPS TECHNOLOGIES, INC. , approves and adopts the following Amended and Restated Articles of Incorporation:

ARTICLE I.
Name

     The name of the Corporation is Net 1 UEPS Technologies, Inc.

ARTICLE II.
Term of Existence

     The Corporation will have perpetual existence.

ARTICLE III.
Nature of Corporate Business and Powers

     The general nature of the business to be transacted by the Corporation shall be to engage in any and all lawful business permitted under the laws of the United States and the State of Florida.

ARTICLE IV.
Capital Stock

     The maximum number of shares of capital stock that the Corporation shall be authorized to issue and have outstanding at any one time shall be two hundred fifty million (250,000,000), of which two hundred million (200,000,000) shares shall be designated as common stock, par value $0.001 per share, and fifty million (50,000,000) shares shall be designated as preferred stock par value $0.001 per share.

     Series of the preferred stock may be created and issued from time to time, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and express in the resolution or resolutions providing for the creation and issuance of such series of preferred stock as adopted by the Board of Directors pursuant to the authority in this paragraph given.

ARTICLE V.
Affiliated Transactions

     Pursuant to Section 607.0901(5)(a) of the Act, the Corporation elects not to be governed by the requirements or other provisions regarding affiliated transactions of Section 607.0901 of the Act. Therefore, the terms of such section of the Act will not apply with respect to the approval, adoption, authorization, ratification or effectuation of any affiliated transactions involving the Corporation.

ARTICLE VI.
Amendment

     These Articles of Incorporation may be amended in the manner provided by law.

      IN WITNESS WHEREOF, the Chief Executive of the Corporation has signed these Amended and Restated Articles of Incorporation as of November 27, 2008.

  NET 1 UEPS TECHNOLOGIES, INC.
     
     
  By: /s/ Serge C.P. Belamant
    Serge C.P. Belamant,
    Chief Executive Officer

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