S-8 POS

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 21^st 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).

EX-4.6

EXHIBIT 4.6

First Amendment
to the
2004 Stock Incentive Plan of
Net 1 UEPS Technologies, Inc.
And Its Subsidiaries

WHEREAS, Net 1 UEPS Technologies, Inc., a Florida corporation (the “Company”) maintains the 2004 Stock Incentive Plan of Net 1 UEPS Technologies, Inc. And Its Subsidiaries (the “Plan”); and

WHEREAS, under Section 13 of the Plan, the Company has reserved to the Board of Directors of the Company (the “Board”) the authority and discretion to amend the Plan from time to time, without approval of the shareholders of the Company, if such amendment does not increase the total number of shares of common stock of the Company that may be granted under the Plan in the aggregate or to any one participant; and

WHEREAS, the Board has determined that it is desirable and in the best interests of the Company to amend the Plan (i) to expand the methods by which participants may exercise stock options awarded under the Plan and (ii) to clarify the definition of “fair market value” as it relates to shares of common stock of the Company, and the Board has authorized its executive officers to take such action as may be required to evidence and implement such amendment to the Plan.

NOW, THEREFORE, the Plan is hereby amended, with respect to all option exercises whenever made and for all other purposes under the Plan, as follows:

1.	Section 2(l) of the Plan is amended to read, in its entirety, as follows:
	“Fair Market Value: On a given date, (i) if the Shares are registered under Section 12(b) or 12(g) of the Act, and listed for trading on a national exchange or market, the term “Fair Market Value” shall mean, as applicable, (a) either the closing price or the average of the high and low sale price on the relevant date, as determined in the Committee’s discretion, quoted on the New York Stock Exchange, the American Stock Exchange, or the Nasdaq National Market; (b) the last sale price on the relevant date quoted on the Nasdaq SmallCap Market; (c) the average of the high bid and low asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Inc. or a comparable service as determined in the Committee’s discretion; or (d) if the Shares are not quoted by any of the above, the average of the closing bid and asked prices on the relevant date furnished by a professional market maker for the Shares, or by such other source, selected by the Committee; provided, however, that if no public trading of the Shares occurs on the relevant date but the Shares are so listed, then Fair Market Value shall be determined as of the next preceding date on which trading of the Shares does occur; and (ii) if the Shares on the relevant date are not listed for trading on a national exchange or market, then Fair Market Value shall be the value established by the Committee in good faith.”
2.	Section 6(c) of the Plan is amended to read, in its entirety, as follows:
	“Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of Section 6 of the Plan, except as otherwise provided in an Award agreement, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company in full, in accordance with Committee procedures, at the election of the Participant (i) in cash (US dollars) or cash equivalent acceptable to the Committee (including offset against US dollars, if any, owed by the Company to the Participant as of the date of exercise, subject to any required regulatory approval), (ii) if permitted by the Committee, by

tender to the Company, or attestation to the ownership, of whole Shares owned by the Participant, including Shares deliverable upon exercise of the Option, (iii) to the extent permitted by the Committee, if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker in a form acceptable to the Committee providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the Shares obtained upon the exercise of the Option, (iv) if permitted by the Committee, with a promissory note in such form as the Committee may specify that bears a market rate of interest and is fully recourse, (v) by any other means acceptable to the Committee, or (vi) by any combination of the foregoing as may be permitted by the Committee, in its sole discretion. Shares tendered in payment of the Exercise Price will be valued at their Fair Market Value as of the date that the exercise occurs. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.”

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its duly authorized officer this 21^st day of June, 2006.

ATTEST:		NET 1 UEPS TECHNOLOGIES, INC.
By:	/s/ Paul Encarnacao	By:	/s/ Dr. Serge C.P. Belamant
		Its:	Chief Executive Officer

EX-24.1

EXHIBIT 24.1

POWERS OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of Net 1 UEPS Technologies, Inc., a Florida corporation, constitute and appoint Dr. Serge C.P. Belamant and Herman Gideon Kotze, or either of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in either of them, to sign for the undersigned in their respective names as directors and officers of Net 1 UEPS Technologies, Inc., its Registration Statement on Form S-8, and any amendment (including post-effective amendments) or supplement thereto, relating to the offer and sale of common stock of the Company pursuant to the 2004 Stock Incentive Plan of Net 1 UEPS Technologies, Inc. and its Subsidiaries and the reoffer and resale thereof, to be filed with the Securities Exchange Commission under the Securities Act of 1933. We hereby confirm all acts taken by such agents and attorneys-in-fact, or each of them, as herein authorized.

Signature	Title	Date
/s/ Dr. Serge C.P. Belamant	Chief Executive Officer, Chairman of the	July 26, 2005
Dr. Serge C.P. Belamant	Board and Director
	(Principal Executive Officer)
/s/ Herman Gideon Kotze	Chief Financial Officer, Treasurer,	July 26, 2005
Herman Gideon Kotze	Secretary and Director
	(Principal Financial and Accounting
	Officer)
/s/ Antony Charles Ball	Director	July 26, 2005
Antony Charles Ball
/s/ Chad Leonard Smart	Director	July 26, 2005
Chad Leonard Smart
/s/ Christopher Stefan Seabrooke	Director	July 26, 2005
Christopher Stefan Seabrooke
/s/ Alasdair Jonathan Kemsley Pein	Director	July 26, 2005
Alasdair Jonathan Kemsley Pein
/s/ Paul Edwards	Director	July 27, 2005
Paul Edwards