<PAGE>
As filed with the Securities and Exchange Commission on August 16, 1996.
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.)
5251 DTC Parkway, Englewood, Colorado 80111
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(Address of Principal Executive Offices) (Zip Code)
CSG Systems International, Inc. 1996 Employee Stock Purchase Plan
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(Full title of the plan)
Neal C. Hansen, Chief Executive Officer
CSG Systems International, Inc.
5251 DTC Parkway, Englewood, Colorado 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)
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum offering maximum registration fee
price per unit(1) aggregate offering
price(1)
=============================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 250,000 shares $24.125 $6,031,250 $2,080
par value $0.01 per
share
=============================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457. The price is based upon the average of the high and low
prices of CSG Systems International, Inc. Common Stock on August 12, 1996,
as reported on the National Association of Securities Dealers Automated
Quotations system.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Documents by Reference
- ---------------------------------------
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 the 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, or either: (1) the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, (the
"Act") that contains audited financial statements for the registrant's latest
fiscal year for which such statements have been filed, or (2) the registrant's
effective registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the registrant's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the class of securities contained in a registration
statement filed under the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
Indemnification of Directors and Officers
- -----------------------------------------
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 attorneys' fees), judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding,
arising by reason of the fact that such person is or was an 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 or officer 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,
<PAGE>
indemnify each of its employees and agents (other than directors and officers)
against expenses (including attorneys' fees), judgments, fines, settlements, and
other amounts actually and reasonably incurred in connection with any proceeding
arising by reason of the fact that such person is or was an 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 and certain executive and
other officers pursuant to which the registrant 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 or her shares thereunder in
connection with any expenses, losses, claims, damages or liabilities arising out
of certain acts or omissions of the registrant.
Undertakings
- ------------
(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
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
<PAGE>
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be 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 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 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 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 the 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 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 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 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>
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 August 16, 1996.
CSG SYSTEMS INTERNATIONAL, INC.
By: /s/ Neal C. Hansen
-------------------
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,
George F. Haddix, David I. Brenner and John P. Pogge, 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 other 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.
<TABLE>
<CAPTION>
Name Title Date
- -------------------------- ------------------------------- ---------------
<S> <C> <C>
/s/ Neal C. Hansen Chairman of the Board, Chief August 16, 1996
- -------------------------- Executive Officer and Director
Neal C. Hansen (Principal Executive Officer)
/s/ George F. Haddix President and Director August 16, 1996
- -------------------------- (Principal Executive Officer)
George F. Haddix
/s/ David I. Brenner Chief Financial Officer August 16, 1996
- -------------------------- (Principal Financial Officer)
David I. Brenner
/s/ Randy Wiese Controller (Principal August 16, 1996
- -------------------------- Accounting Officer)
Randy Wiese
/s/ Andrew C. Cooper Director August 16, 1996
- --------------------------
Andrew C. Cooper
/s/ Donald R. Dixon Director August 16, 1996
- --------------------------
Donald R. Dixon
/s/ Robert J. Loarie Director August 16, 1996
- --------------------------
Robert J. Loarie
/s/ Rockwell A. Schnabel Director August 16, 1996
- --------------------------
Rockwell A. Schnabel
/s/ Frank V. Sica Director August 16, 1996
- --------------------------
Frank V. Sica
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Legal Counsel
23 Consent of Arthur Andersen LLP
<PAGE>
Exhibit 5
BAKER & MCKENZIE
Attorneys at Law
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
August 16, 1996
Board of Directors
CSG Systems International, Inc.
5251 DTC Parkway
Englewood, Colorado 80111
Re: CSG Systems International, Inc. (the "Company")
Gentlemen:
We have acted as your counsel in connection with the registration, on a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of 250,000 shares of the Company's Common
Stock, $0.01 par value per share (the "Stock"), to be issued by the Company
pursuant to the Company's 1996 Employee Stock Purchase Plan (the "Plan"). We
have reviewed the Registration Statement, the charter and by-laws of the
Company, corporate proceedings of the Board of Directors relating to the
issuance of the shares of Stock, and such other documents, corporate records and
questions of laws as we have deemed necessary to the rendering of the opinions
expressed below:
Based upon the foregoing, we are of the opinion that the 250,000 shares of
Stock to be issued by the Company, as described in the Plan, are duly authorized
and, when issued and paid for in the manner contemplated in the Plan, will be
legally issued, fully paid and non-assessable shares of Common Stock of the
Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very Truly Yours,
Baker & McKenzie
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 for the CSG Systems
International, Inc. 1996 Employee Stock Purchase Plan of our report dated
January 23, 1996, covering the audited historical consolidated financial
statements of CSG Systems International, Inc. and our report dated December 22,
1995, covering the audited historical consolidated financial statements of Cable
Services Group, Inc. included in CSG Systems International, Inc.'s Registration
Statement on Form S-1 dated February 28, 1996, and to all references to our Firm
included in or made a part of this Registration Statement.
Arthur Andersen LLP
Omaha, Nebraska,
August 14, 1996
