NET 1 UEPS TECHNOLOGIES, INC. (NASDAQ:UEPS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers in the Original Form 8-K to
provide information with respect to the determination of the
repurchase price of shares discussed below.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Retirement of Serge C.P. Belamant and Appointment of
Herman G. Kotz as Chief Executive Officer
On May 24, 2017, the Company announced that Serge C.P. Belamant
will retire from his position as Chief Executive Officer of the
Company and as a member of the Companys board of directors,
effective as of May 31, 2017. Herman G. Kotz will succeed Mr.
Belamant as Chief Executive Officer, effective immediately upon
Mr. Belamants retirement. Mr. Kotz has been the Companys Chief
Financial Officer, Secretary and Treasurer since 2004. Mr.
Belamants resignation was not due to any dispute or disagreement
with the Company over any matter relating to the Companys
operations, policies or practices.
On May 24, 2017, the Company issued a press release announcing
Mr. Belamants retirement and the appointment of Mr. Kotz, a copy
of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
On May 24, 2017, the Company and Mr. Belamant entered into a
Separation and Release of Claims Agreement (the Separation
Agreement). The Separation Agreement provides for certain
payments and other benefits to Mr. Belamant, including without
limitation, the following: (a) a severance payment of
US$1,000,000, representing compensation for 27 years of service
with the Company, less applicable withholdings and deductions;
(b) a payment of US$7,000,000, less applicable withholdings and
deductions, as an additional amount in part for Mr. Belamants
cooperative resignation; (c) accelerated vesting of 200,000
shares of restricted stock granted to Mr. Belamant in August
2016, (d) the repurchase from Mr. Belamant by the Company of his
shares of Company common stock to a stock repurchase agreement
(as described below), and (e) the repurchase of 252,286 of Mr.
Belamants in-the-money stock options at a price per option equal
to (i) US$10.80 minus (B) the applicable exercise price per
option. In addition, the Separation Agreement includes a general
release and waiver of claims by Mr. Belamant related to Mr.
Belamants employment with the Company.
The Remuneration Committee met on May 3, 2017, to discuss the
early retirement of Mr. Belamant. The Remuneration Committee
agreed that detailed severance terms would need to be agreed and
negotiated with Mr. Belamant and proposed that in relation to any
shares of the Companys common stock that would be repurchased
from Mr. Belamant, the Company would pay $10.80 per share, which
was 6 cents lower than the closing price on May 2, 2017.
On May 24, 2017, as contemplated by the Separation Agreement, the
Company and Mr. Belamant entered into a Consulting Agreement (the
Consulting Agreement). Under the Consulting Agreement, Mr.
Belamant will provide consulting services to the Company as an
independent contractor as requested by the Company for a period
of up to two years following his departure, subject to
termination by the Company or Mr. Belamant with a minimum 90 day
notice period. The Company will pay Mr. Belamant US$50,000 per
month plus any applicable value-added tax (VAT), prorated for a
partial month, for such services.
On May 24, 2017, as contemplated by the Separation Agreement, the
Company and Mr. Belamant entered into a Stock Repurchase
Agreement (the Stock Repurchase Agreement) to which the Company
will repurchase from Mr. Belamant, at a price of US$10.80 per
share, 1,017,465 shares of Company common stock owned by Mr.
Belamant within 10 days after the separation date.
The foregoing descriptions of the Separation Agreement (including
the Consulting Agreement and Stock Repurchase Agreement) is
qualified in its entirety by reference to the text of the such
agreement, which is filed as Exhibit 10.61 to this Current Report
on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) |
Exhibits |
| Exhibit | |
| No. | Description |
| 10.61* |
Separation and Release of Claims Agreement, dated May 24, 2017, by and between the Company and Serge C.P. Belamant |
| 99.1* | Press Release, dated May 24, 2017, issued by the Company |
* Previously filed as an exhibit to the Original Form 8-K.
About NET 1 UEPS TECHNOLOGIES, INC. (NASDAQ:UEPS)
Net 1 UEPS Technologies, Inc. is a provider of payment solutions, transaction processing services and financial technology across multiple industries. The Company develops and markets a transaction processing solution that encompasses its smart card-based alternative payment system for the unbanked and under-banked populations of developing economies and for mobile transaction channels. The Company operates through three segments: South African transaction processing, International transaction processing, and Financial inclusion and applied technologies. The Company also provides secure transaction technology solutions and services, by offering transaction processing, financial and clinical risk management solutions to various industries. It offers 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 its cardholder base. NET 1 UEPS TECHNOLOGIES, INC. (NASDAQ:UEPS) Recent Trading Information
NET 1 UEPS TECHNOLOGIES, INC. (NASDAQ:UEPS) closed its last trading session down -0.13 at 9.28 with 91,320 shares trading hands.
