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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.
1996 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
<TABLE>
<CAPTION>
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
--------------- ---------------- ------------------ --------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per
share 1,600,075 shares (1) $41.8125 (2) $66,903,135 (3) $19,736
</TABLE>
(1) This Form S-8 covers an additional 1,600,075 shares authorized for issuance
under the registrant's 1996 Stock Incentive Plan. 2,394,000 shares
authorized for issuance under such Plan already have been registered
pursuant to a previously filed Form S-8.
(2) Estimated solely for purposes of calculating the registration fee. The
price is based upon the average of the high and low prices of CSG Systems
International, Inc. Common Stock on March 19, 1998, as reported on the
National Association of Securities Dealers Automated Quotation system.
(3) The aggregate offering price is based upon the proposed maximum offering
price per share for the shares being registered.
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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 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
registrant 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.
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 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,
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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 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 has 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
- ------------
(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 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 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 of 1933, as
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amended (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 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 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 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.
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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 MARCH 20, 1998.
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, and Greg Parker, 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 Executive Officer March 20, 1998
Neal C. Hansen and Director (Principal Executive Officer)
/s/ John P. Pogge
- -------------------------------------------- President and Director March 20, 1998
John P. Pogge
/s/ Greg Parker
- -------------------------------------------- Chief Financial Officer March 20, 1998
Greg Parker
/s/ Randy Wiese
- -------------------------------------------- Controller (Principal Accounting Officer) March 20, 1998
Randy Wiese
/s/ George F. Haddix
- -------------------------------------------- Director March 20, 1998
George F. Haddix
/s/ Royce J. Holland
- -------------------------------------------- Director March 20, 1998
Royce J. Holland
/s/ Janice Obuchowski
- -------------------------------------------- Director March 20, 1998
Janice Obuchowski
/s/ Bernard W. Reznicek
- -------------------------------------------- Director March 20, 1998
Bernard W. Reznicek
/s/ Rockwell A. Schnabel
- -------------------------------------------- Director March 20, 1998
Rockwell A. Schnabel
/s/ Frank V. Sica
- -------------------------------------------- Director March 20, 1998
Frank V. Sica
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
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5 Opinion of Legal Counsel
23 Consent of Arthur Andersen LLP
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Exhibit 5
ABRAHAMS, KASLOW & CASSMAN
8712 West Dodge Road, Suite 300
Omaha, Nebraska 68114-3419
(402) 392-1250
March 20, 1998
Board of Directors
CSG Systems International, Inc.
7887 East Belleview Avenue, Suite 1000
Englewood, Colorado 80111
RE: CSG Systems International, Inc. (the "Company") 1996 Stock Incentive
Plan
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 1,600,075 additional 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 Stock Incentive Plan (the "Plan").
We have reviewed the Registration Statement, the certificate of incorporation
and by-laws of the Company, corporate proceedings of the Board of Directors and
stockholders of the Company relating to the issuance of such shares of Stock,
and such other documents, corporate records, and matters 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 1,600,075 shares
of Stock to be issued by the Company pursuant to 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,
ABRAHAMS, KASLOW & CASSMAN
By: /s/ Howard J. Kaslow
HJK:clm
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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 Stock Incentive Plan of our reports dated January 26,
1998, included in CSG Systems International, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1997, and to all references to our Firm included
in this Registration Statement.
ARTHUR ANDERSEN LLP
Omaha, Nebraska
March 16, 1998
