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): November 4, 2016 (November 3, 2016)
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 1.01 Entry into a Material Definitive Agreement.
On November 3, 2016, Net 1 UEPS Technologies, Inc. (the “Company”) amended its Stock Purchase Agreements with N2 Partners Ltd. and Draper Gain Investments Ltd. to extend, until December 12, 2016, the closing date for their purchase of an aggregate of 5,000,000 shares of the Company’s common stock.
The foregoing description of the amendments to the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text thereof, copies of which are attached hereto as Exhibits 10.43 and 10.44 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) |
Exhibits |
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: November 4, 2016 | By: Herman G. Kotzé |
| Name: Herman G. Kotzé | |
| Title: Chief Financial Officer |
Exhibit 10.43
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Amendment No. 1 dated November 3, 2016 (this “Amendment”) to Stock Purchase Agreement, dated as of October 5, 2016 (the “ Agreement ”), by and between Net 1 UEPS Technologies, Inc., a Florida corporation (the “ Company ”) and N2 Partners Ltd., a Bahamian corporation (“ Purchaser ”).
WHEREAS, the Company and Purchaser desire to amend the Agreement to change the date of closing.
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the Company and Purchaser hereby agree as follows:
1. Change of Date of Closing . Section 2 of the Agreement is hereby amended to provide that the date of Closing (as defined in the Agreement) shall be December 12, 2016.
2. No Further Changes . Except as amended hereby, the terms and conditions of the Agreement shall remain unchanged
3. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
4. Counterparts . This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment on the date first written above.
NET 1 UEPS TECHNOLOGIES, INC.
By:
/s/ Herman G. Kotzé
Herman G. Kotzé
Chief
Financial Officer
N2 PARTNERS LTD.
By:
/s/WND Limited
WND Limited,
Director
Exhibit 10.44
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Amendment No. 1 dated November 3, 2016 (this “Amendment”) to Stock Purchase Agreement, dated as of October 5, 2016 (the “ Agreement ”), by and between Net 1 UEPS Technologies, Inc., a Florida corporation (the “ Company ”) and Draper Gain Investments Ltd., a company organized under the laws of England and Wales (“ Purchaser ”).
WHEREAS, the Company and Purchaser desire to amend the Agreement to change the date of closing.
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the Company and Purchaser hereby agree as follows:
1. Change of Date of Closing . Section 2 of the Agreement is hereby amended to provide that the date of Closing (as defined in the Agreement) shall be December 12, 2016.
2. No Further Changes . Except as amended hereby, the terms and conditions of the Agreement shall remain unchanged
3. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
4. Counterparts . This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment on the date first written above.
NET 1 UEPS TECHNOLOGIES, INC.
By:
/s/ Serge C.P. Belamant
Serge C.P. Belamant
Chief Executive Officer
DRAPER GAIN INVESTMENTS LTD.
By:
/s/ Peter Gain
Peter Gain
Chairman