| UNITED STATES |
OMB APPROVAL | |
| OMB
Number: 3235 0101 Expires: December 31, 2008 Estimated average burden hours per response.....2.0 |
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SEC USE ONLY |
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| DOCUMENT SEQUENCE NO. | ||
| CUSIP NUMBER | ||
| WORK LOCATION |
| ATTENTION: | Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker |
| 1 (a) NAME OF ISSUER (Please type or print) | (b) IRS IDENT. NO | (c) S.E.C. FILE NO. |
| Net 1 UEPS Technologies, Inc. (UEPS) | 98-0171860 |
| 1 (d) ADDRESS OF ISSUER | STREET | CITY | STATE | ZIP CODE | (e) TELEPHONE NO. | |
| President Place, 4th Floor, Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg, South Africa | AREA CODE | NUMBER | ||||
| 2911 | 343-2000 | |||||
| 2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD | (b) IRS IDENT. NO. | (c) RELATIONSHIP TO ISSUER | (d) ADDRESS STREET | CITY | STATE | ZIP CODE |
| Serge C. P. Belamant | Officer/Director | President Place, 4th Floor, Cnr. Jan Smuts Avenue and Bolton Road | ||||
| 3 (a) | (b) | SEC USE ONLY | (c) | (d) | (e) | (f) | (g) |
| Title of the Class of Securities To Be Sold |
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities |
Broker-Dealer File Number |
Number of Shares or Other Units To Be Sold (See instr. 3(c)) |
Aggregate Market Value (See instr. 3(d)) |
Number of Shares or Other Units Outstanding (See instr. 3(e)) |
Approximate Date of Sale (See instr. 3(f)) (MO. DAY YR.) |
Name of Each Securities Exchange (See instr. 3(g)) |
| Common Stock | Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 |
83,333 | $2,411,657 | 48,009,788 | 5/25/06 | Nasdaq | |
| Special Convertible Preferred | Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 |
395,000 | $11,431,299 | 8,660,792 | 5/25/06 | Nasdaq |
INSTRUCTIONS:
| 1. | (a) | Name of issuer | 3. | (a) | Title of the class of securities to be sold |
| (b) | Issuer’s I.R.S. Identification Number | (b) | Name and address of each broker through whom the securities are intended to be sold | ||
| (c) | Issuer’s S.E.C. file number, if any | (c) | Number of shares or other units to be sold (if debt securities, give the aggregate face amount) | ||
| (d) | Issuer’s address, including zip code | (d) | Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice | ||
| (e) | Issuer’s telephone number, including area code | (e) | Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer | ||
| (f) | Approximate date on which the securities are to be sold | ||||
| 2. | (a) | Name of person for whose account the securities are to be sold | (g) | Name of each securities exchange, if any, on which the securities are intended to be sold | |
| (b) | Such person’s I.R.S. identification number, if such person is an entity | ||||
| (c) | Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) | ||||
| (d) | Such person’s address, including zip code |
Potential persons who are to respond to the collection
of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any part of
the purchase price or other consideration therefor:
| Title of the Class |
Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired (If gift, also give date donor acquired) |
Amount of Securities Acquired | Date of Payment | Nature of Payment |
| Common Stock | 5/25/06 | Employee Stock Options | Net 1 UEPS Technologies, Inc. | 16,666 | 5/25/06 | Cash |
| Common Stock | 6/04 | Other Stock Based Award | Net 1 UEPS Technologies, Inc. | 66,667 | 6/04 | Previous services |
| Common Stock | 1997 & 2000 | Acquisition in Exchange for Property | Net 1 UEPS Technologies, Inc. | 1,017,132 | 1997 & 2000 | License of Intellectual Property |
| Common Stock | 6/04 | Reverse acquisition in June of 2004 of Aplitec | Net 1 UEPS Technologies, Inc. | 1,932,279 | 6/04 | Shares of Aplitec, a South Africa company |
| INSTRUCTIONS: | 1. | If the securities were purchased
and full payment therefor was not made in cash at the time of purchase,
explain in the table or in a note thereto the nature of the consideration
given. If the consideration consisted of any note or other obligation,
or if payment was made in installments describe the arrangement and state
when the note or other obligation was discharged in full or the last installment
paid. |
2. | If within two years after the acquisition
of the securities the person for whose account they are to be sold had
any short positions, put or other option to dispose of securities referred
to in paragraph (d)(3) of Rule 144, furnish full information with respect
thereto. |
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold
during the past 3 months by the person for whose account the securities are
to be sold.
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold |
Gross Proceeds |
| REMARKS: |
The sale to which this Form 144 relates is part of
a transaction pursuant to which Morgan Stanley & Co. Incorporated
(“Morgan Stanley”), in its capacity as a market maker (as
defined in section 3(a)(38) of the Securities Exchange Act of 1934), is
purchasing 1,104,399 shares of common stock directly from various shareholders,
including directors and officers of the Company (the “Transaction”).
The shares being acquired by Morgan Stanley include 663,840 shares acquired
pursuant to the exercise of stock options or other stock-based awards
and other shares. Form 144s are being filed by all directors and officers
whose shares are included in the Transaction. |
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INSTRUCTIONS: See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. |
ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. |
| 5/25/06 | /s/ Serge C.P. Belamant | |||
| DATE OF NOTICE | (SIGNATURE) |
The notice shall be signed by the person for whose account
the securities are to be sold. At least one copy of the notice shall be manually
signed.
Any copies not manually signed shall bear typed or printed signatures.
| ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |