Registration No. 333-____________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CSG SYSTEMS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 47-0783182
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7887 East Belleview Ave., Suite 1000, Englewood, CO 80111
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(Address of Principal Executive Offices) (Zip Code)
CSG Systems International, Inc.
2001 Stock Incentive Plan
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(Full title of the plan)
Joseph T. Ruble, General Counsel and Secretary
CSG Systems International, Inc.
7887 East Belleview Ave., Suite 1000, Englewood, CO 80111
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(Name and address of agent for service)
(303) 796-2850
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(Telephone number, including area code, of agent for service)
Copy to:
Howard J. Kaslow
8712 West Dodge Road, Suite 300
Omaha, NE 68114-3419
Calculation of Registration Fee
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
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Common Stock, par 2,500,000 shares $35.655 (1) $89,137,500 (2) $8,201
value $0.01 per share
(1) Estimated solely for purposes of calculating the registration fee. The price
per share is based upon the average of the high and low prices of the
registrant's Common Stock on January 24, 2002, on the NASDAQ National
Market.
(2) The aggregate offering price is based upon the proposed maximum offering
price per share for the shares being registered.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Documents by Reference
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The documents listed in (a) through (c) below are incorporated by
reference in this registration statement; and all documents subsequently filed
by the registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part thereof from the date of filing of such documents.
(a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act.
(b) All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above.
(c) The description of the class of securities being offered
contained in a registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
Interests of Legal Counsel
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A member of the firm of Abrahams Kaslow & Cassman LLP, legal counsel
to the registrant with respect to this registration statement, is the general
partner of a limited partnership which owns 60,504 shares of the registrant's
Common Stock.
Indemnification of Directors and Officers.
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Section 145 of the General Corporation Law of the State of Delaware
permits indemnification by a corporation of certain officers, directors,
employees, and agents. Consistent therewith, the registrant's By-Laws require
the registrant, to the maximum extent and in the manner permitted by the
Delaware General Corporation Law, to indemnify each of its directors and
officers against expenses (including but not limited to attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any proceeding to which such director or officer
was, is, or may be a party by reason of the fact that such person is or was a
director, officer, employee, or agent of the registrant. For purposes of this
provision, a "director" or "officer" of the registrant includes any person (i)
who is or was a director or officer of the registrant, (ii) who is or was
serving at the request of the registrant as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, or (iii) who was a director or officer of a corporation that was a
predecessor corporation of the registrant or of another enterprise at the
request of such predecessor corporation. The registrant may, to the extent and
in the manner permitted by the General Corporation Law of Delaware, indemnify
each of its employees and agents (other than directors and officers) against
expenses (including but not limited to attorneys' fees), judgments, fines, and
amounts paid in
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settlement actually and reasonably incurred in connection with any proceeding to
which such person was, is, or may be a party by reason of the fact that such
person is or was an employee or agent of the registrant. For purposes of this
provision, an "employee" or "agent" of the registrant (other than a director or
officer) includes any person (i) who is or was an employee or agent of the
registrant, (ii) who is or was serving at the request of the registrant as an
employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, or (iii) who was an employee or agent of a corporation which
was a predecessor corporation of the registrant or of another enterprise at the
request of such predecessor corporation.
The registrant maintains directors and officers liability insurance
for the benefit of its directors and officers.
The registrant has entered into separate indemnification agreements
with each of its directors (certain of whom are executive officers of the
registrant) pursuant to which the registrant has agreed, among other things, and
subject to certain limited exceptions (i) to indemnify them to the fullest
extent permitted by law against any claims and expenses incurred in connection
therewith arising out of any event or occurrence relating to their status as
director, officer, employee, agent, or fiduciary of the Company or of any other
entity as to which they served at the request of the registrant or by reason of
any action or inaction while serving in such capacity and (ii) to advance any
such expenses no later than five days after demand.
Under a registration rights agreement between the registrant and
certain of its stockholders, the registrant agreed to indemnify each stockholder
selling his, her, or its shares thereunder in connection with any expenses,
losses, claims, damages, or liabilities arising out of certain acts or omissions
of the registrant.
Undertakings
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(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be
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included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this registration
statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on January 29, 2002.
CSG SYSTEMS INTERNATIONAL, INC.
By: /s/ Neal C. Hansen
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Neal C. Hansen, Chairman of
the Board and Chief Executive
Officer (Principal Executive
Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of CSG Systems International,
Inc., hereby severally and individually constitute and appoint Neal C. Hansen,
John P. Pogge, Joseph T. Ruble, and Peter Kalan, and each of them, the true and
lawful attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8, and all instruments
necessary or advisable in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
power to act with or without the others and to have full power and authority to
do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person, and
we hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such amendments and other
instruments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
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/s/ Neal C. Hansen Chairman of the Board, Chief January 29, 2002
------------------------------ Executive Officer and Director
Neal C. Hansen (Principal Executive Officer)
/s/ John P. Pogge President and Director January 29, 2002
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John P. Pogge
/s/ Peter Kalan Chief Financial Officer January 29, 2002
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Peter Kalan
/s/ Randy Wiese Controller (Principal Accounting Officer) January 29, 2002
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Randy Wiese
/s/ George F. Haddix Director January 29, 2002
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George F. Haddix
/s/ Royce J. Holland Director January 29, 2002
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Royce J. Holland
/s/ Janice Obuchowski Director January 29, 2002
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Janice Obuchowski
/s/ Bernard W. Reznicek Director January 29, 2002
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Bernard W. Reznicek
/s/ Frank V. Sica Director January 29, 2002
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Frank V. Sica
/s/ Donald V. Smith Director January 29, 2002
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Donald V. Smith
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CSG SYSTEMS INTERNATIONAL, INC.
FORM S-8
EXHIBIT INDEX
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Exhibit No. Description
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5 Opinion of Legal Counsel
23 Consent of Arthur Andersen LLP