<PAGE>
- --------------------------------------------------------------------------------
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Preliminary Proxy Statement
[_]Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Materials Pursuant to Section 240.14a-11(a) or Section 240.14a-12
CSG Systems International, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box:
[X]No fee required.
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2)Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4)Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5)Total fee paid:
-------------------------------------------------------------------------
[_Fee]paid previously with preliminary materials.
[_Check]box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
-------------------------------------------------------------------------
(2)Form, Schedule, or Registration Statement No.:
-------------------------------------------------------------------------
(3)Filing Party:
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(4)Date Filed:
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<PAGE>
[COMPANY LOGO APPEARS HERE]
CSG Systems International, Inc.
7887 East Belleview Avenue, Suite 1000
Englewood, Colorado 80111
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1999
----------------
The Annual Meeting of Stockholders of CSG Systems International, Inc. (the
"Company") will be held at the office of the Company, 7887 East Belleview
Avenue, Suite 1000, Englewood, Colorado, on Thursday, May 20, 1999, at 8:30
a.m., for the following purposes:
1. To elect two Class II Directors.
2. To consider and vote on a proposed amendment of the Company's 1996
Stock Incentive Plan which will increase by 3,000,000 the number of shares
of Common Stock of the Company available for issuance under such Plan.
3. To transact such other business as properly may come before the
meeting or any adjournments thereof.
The Board of Directors fixed the close of business on March 22, 1999, as the
record date for determining the stockholders of the Company who are entitled
to notice of and to vote at the meeting or any adjournment thereof.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
/s/ Joseph T. Ruble
Secretary
March 24, 1999
REGARDLESS OF WHETHER YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE
IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED
IF THE ENCLOSED ENVELOPE IS MAILED IN THE UNITED STATES. THE PROXY WILL NOT BE
USED IF YOU ATTEND THE MEETING IN PERSON AND SO REQUEST.
<PAGE>
CSG Systems International, Inc.
7887 East Belleview Avenue, Suite 1000
Englewood, Colorado 80111
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
May 20, 1999
This Proxy Statement is furnished by the Board of Directors (the "Board") of
CSG Systems International, Inc. (the "Company") in connection with the Board's
solicitation of proxies for use at the annual meeting of stockholders of the
Company (the "Annual Meeting") to be held at the office of the Company, 7887
East Belleview Avenue, Suite 1000, Englewood, Colorado, on Thursday, May 20,
1999, at 8:30 a.m., and at any adjournments of the Annual Meeting. All proxies
will be voted in accordance with the instructions contained therein; if no
choice is specified, the proxies will be voted in favor of the director
nominees named in this Proxy Statement and in favor of the proposed amendment
of the Company's 1996 Stock Incentive Plan which will increase by 3,000,000
the number of shares of Common Stock of the Company available for issuance
under such Plan. A stockholder may revoke a proxy at any time before it is
exercised either by giving written notice to that effect to the Secretary of
the Company, by delivering to the Company a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person.
The Board of Directors fixed the close of business on March 22, 1999, as the
record date for determining the stockholders of the Company who are entitled
to notice of and to vote at the Annual Meeting. At the close of business on
March 22, 1999, there were outstanding and entitled to vote at the Annual
Meeting 51,613,808 shares of Common Stock of the Company, par value $.01 per
share ("Common Stock"). Each share is entitled to one vote.
The Company will bear all costs of this solicitation of proxies. In addition
to solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, and their appointed agents may
solicit proxies in person or by telephone, facsimile or other means. The
Company will request brokers, custodians and fiduciaries to forward proxy
soliciting material to the owners of stock held in their names. The Company
will reimburse banks and brokers for their reasonable out-of-pocket expenses
incurred in connection with the distribution of proxy material.
The Company is mailing its Annual Report to stockholders for the year ended
December 31, 1998, with this Proxy Statement and the accompanying proxy on or
about April 12, 1999.
Quorum and Votes Required
A majority of the shares of Common Stock outstanding on the record date is
required to be present or represented by proxy at the Annual Meeting in order
to have the quorum necessary to take action at the Annual Meeting. Assuming
that a quorum is present at the Annual Meeting, the two nominees for election
as directors who receive the greatest number of votes cast in the election of
directors will be elected as directors. Approval of the proposed amendment of
the Company's 1996 Stock Incentive Plan requires the affirmative vote of the
holders of a majority of the shares of Common Stock present or represented by
proxy at the Annual Meeting and entitled to vote on such matter.
Votes cast in person or by proxy at the Annual Meeting will be tabulated by
the inspector appointed for the Annual Meeting. The inspector will treat
abstentions as Common Stock that is present and entitled to vote for purposes
of determining the presence of a quorum but as not voted for purposes of
determining the approval of
1
<PAGE>
any matter submitted to stockholders for a vote. Abstentions will have no
effect in the election of directors but will have the effect of a "no" vote
with respect to other matters voted upon. If a broker indicates on a proxy
that such broker does not have discretionary authority to vote on a particular
matter as to certain Common Stock, then such shares will not be counted in
determining the number of votes required for approval; however, such "broker
non-votes" will be counted for purposes of determining whether a quorum is
present at the Annual Meeting.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The first table below sets forth each person known by the Company to own
beneficially more than 5% of the outstanding Common Stock as of January 31,
1999, except as otherwise indicated. The second table below sets forth to the
Company's knowledge the beneficial ownership of Common Stock by each director,
nominee and executive officer of the Company, individually, and by all
directors and executive officers of the Company as a group, as of January 31,
1999, except as otherwise indicated. All share amounts have been adjusted to
reflect the 2-for-1 split of the Company's Common Stock which became effective
through the payment of a 100% stock dividend on March 5, 1999.
Principal Stockholders
<TABLE>
<CAPTION>
Shares of Common Percentage
Stock of Common
Name and Address of Beneficial Owner Beneficially Owned Stock Outstanding
- ------------------------------------ ------------------ -----------------
<S> <C> <C>
AMVESCAP PLC (1)........................... 4,059,600 7.9%
11 Devonshire Square
London EC2M 4YR
England
Neal C. Hansen (2)......................... 3,219,076 6.2%
7887 East Belleview Avenue, Suite 1000
Englewood, Colorado 80111
</TABLE>
- --------
(1) Beneficial ownership is as of December 31, 1998. AMVESCAP PLC has filed
with the Securities and Exchange Commission (the "SEC") an amended
Schedule 13G dated February 8, 1999, stating that AMVESCAP PLC and its
subsidiaries AVZ, Inc., AIM Management Group, Inc., AMVESCAP Group
Services, Inc., INVESCO, Inc., INVESCO North American Holdings, Inc.,
INVESCO Capital Management, Inc., INVESCO Funds Group, Inc., INVESCO
Management & Research, Inc., INVESCO Realty Advisers, Inc. and INVESCO
(NY) Asset Management, Inc. have shared voting power and shared
dispositive power with respect to all of these shares.
(2) Includes 169,800 shares subject to currently exercisable options and 4,900
shares subject to options which are exercisable within 60 days after
January 31, 1999. Also includes 1,260,000 shares owned by Hansen
Partnership, Ltd., of which Mr. Hansen is General Partner, and 102,408
shares owned by Mr. Hansen's spouse. Mr. Hansen disclaims beneficial
ownership of the shares owned by his spouse and, except to the extent of
his pecuniary interest therein, the shares owned by Hansen Partnership,
Ltd.
2
<PAGE>
Directors and Executive Officers
<TABLE>
<CAPTION>
Percentage
Shares of Common Stock of Common
Name of Beneficial Owner Beneficially Owned(1)(2) Stock Outstanding
- ------------------------ ------------------------ -----------------
<S> <C> <C>
George F. Haddix................... 2,092,640(3)(4) 4.1%
Neal C. Hansen..................... 3,219,076(5) 6.2%
Royce J. Holland................... 16,000 *
Edward C. Nafus.................... 6,000 *
Janice Obuchowski.................. 8,160 *
Gregory A. Parker.................. 104,700(4) *
John P. Pogge...................... 379,900(4) *
Bernard W. Reznicek................ 19,000 *
Rockwell A. Schnabel(6)............ 246,518 *
Frank V. Sica...................... 249,682 *
All directors and executive
officers as a group (10 persons).. 6,341,676 12.2%
</TABLE>
- --------
* Less than 1% of the outstanding Common Stock.
(1) Includes 169,800, 16,000, 8,000, 58,700, 87,100, 16,000, 8,000, 8,000,
and 371,600 shares subject to currently exercisable options which are
held by Mr. Hansen, Mr. Holland, Ms. Obuchowski, Mr. Parker, Mr. Pogge,
Mr. Reznicek, Mr. Schnabel and Mr. Sica and all directors and executive
officers as a group, respectively.
(2) Includes 4,900, 4,000, 12,800, and 21,700 shares subject to options which
are held by Mr. Hansen, Mr. Parker, Mr. Pogge and all directors and
executive officers as a group, respectively, and are exercisable within 60
days after January 31, 1999.
(3) Includes 30,000 shares owned by a charitable organization of which Dr.
Haddix is a trustee. Dr. Haddix disclaims beneficial ownership of such
30,000 shares.
(4) Includes 42,800, 24,000 and 88,000 shares which were purchased by Dr.
Haddix and Messrs. Parker and Pogge, respectively, pursuant to stock
purchase agreements with the Company and which remain subject to a stock
repurchase option on the part of the Company, effective upon termination
of services as an employee of or a consultant to the Company. The shares
are released from the repurchase option in equal increments over a five-
year period; 80% of Dr. Haddix's shares and 60% of Messrs. Parker's and
Pogge's shares originally purchased have been released from the
repurchase option as of January 31, 1999.
(5) Includes 1,260,000 shares owned by Hansen Partnership, Ltd., of which Mr.
Hansen is General Partner, and 102,408 shares owned by Mr. Hansen's
spouse. Mr. Hansen disclaims beneficial ownership of the shares owned by
his spouse and, except to the extent of his pecuniary interest therein,
the shares owned by Hansen Partnership, Ltd.
(6) Mr. Schnabel is a Co-Chairman of Trident Capital, Inc. Trident Capital,
L.P. owns 4,428 shares, and Trident Administrator, N.V. owns 4,090
shares. Trident Capital, L.P. and Trident Administrator, N.V. are
affiliates of Trident Capital, Inc., and Mr. Schnabel may be deemed to be
the beneficial owner of such shares, which are not included in the
numbers shown in this table. Except to the extent of his pecuniary
interest therein, Mr. Schnabel disclaims beneficial ownership of such
8,518 shares.
3
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes consisting of three
Class I directors, two Class II directors and three Class III directors, who
will serve until the annual meetings of stockholders of the Company to be held
in 1999, 2000 and 2001, respectively, and until their respective successors
are elected and qualified. Two Class II directors will be elected at the
Annual Meeting to serve for a three-year term expiring at the annual meeting
of stockholders to be held in 2002.
Unless the proxy is marked otherwise, the persons named in the accompanying
proxy will vote to elect Messrs. Holland and Reznicek as Class II directors.
The proxy may not be voted for more than two directors. If a nominee is unable
to serve, then the person acting under the proxy may vote the proxy for the
election of a substitute nominee. The Company does not presently contemplate
that either nominee will be unable to serve.
The following information relates to the Board's nominees for election at
the Annual Meeting and to the other directors whose terms of office will
continue after the Annual Meeting:
Nominees for Class II Directors With Terms Expiring in 2002:
Royce J. Holland Director since 1997
Mr. Holland, 50, was elected to the Company's Board of Directors in January
1997. Mr. Holland has been Chairman and Chief Executive Officer of Allegiance
Telecom, Inc., a provider of telecommunications services, since March 1997.
Mr. Holland served as President and Chief Operating Officer of MFS
Communications Company, Inc., a competitive local exchange carrier, from 1990
until the acquisition of MFS by WorldCom, Inc. at the end of 1996. Mr. Holland
also is a director of Allegiance Telecom, Inc.
Bernard W. Reznicek Director since 1997
Mr. Reznicek, 62, was elected to the Company's Board of Directors in January
1997. Mr. Reznicek has served as National Director of Utility Marketing for
Central States Indemnity Company of Omaha, a Berkshire Hathaway company, since
January 1997. Mr. Reznicek was Dean of the College of Business Administration
at Creighton University from 1994 to 1996. Previously, Mr. Reznicek was
Chairman (1992-94) and Chief Executive Officer (1990-94) of Boston Edison
Company, an electric utility company. Mr. Reznicek also is a director of
CalEnergy Company, Inc., Stone & Webster, Incorporated, The Guarantee Life
Companies, Inc., and State Street Corporation.
Class I Directors With Terms Expiring in 2001:
Janice I. Obuchowski Director since 1997
Ms. Obuchowski, 47, was elected to the Company's Board of Directors in
November 1997. Ms. Obuchowski has been President of Freedom Technologies,
Inc., a provider of telecommunications research and consulting services, since
1992. From 1995 to June 1998, Ms. Obuchowski also was an Executive Vice
President of NextWave Telecom, Inc., a provider of wireless communications
services. On December 23, 1998, NextWave Telecom, Inc. filed a petition for
reorganization under Chapter 11 of the United States Bankruptcy Code;
subsidiaries of NextWave Telecom, Inc. filed similar petitions on June 8,
1998. Ms. Obuchowski served as Assistant Secretary for Communications and
Information for the Department of Commerce and Administrator for the National
Telecommunications and Information Administration during the Bush
Administration. Ms. Obuchowski also is a director of Orbital Sciences
Corporation.
John P. Pogge Director since 1997
Mr. Pogge, 45, joined the Company in 1995 and has been President and Chief
Operating Officer of the Company since September 1997. Prior to that time, he
was an Executive Vice President of the Company and General Manager, Business
Units. From 1991 to 1995, Mr. Pogge was Vice President, Corporate Development,
of US WEST, Inc. He was elected to the Company's Board of Directors in
September 1997.
4
<PAGE>
Rockwell A. Schnabel Director since 1994
Mr. Schnabel, 62, has served as a director of the Company since its
inception in 1994. Mr. Schnabel has been a Co-Chairman of Trident Capital,
Inc. since 1993. He served as the Acting Secretary of Commerce and the Deputy
Secretary of Commerce during the Bush Administration and was the U.S.
Ambassador to Finland from 1985 to 1989. From 1965 to 1983, Mr. Schnabel
served in various positions, including president of Bateman, Eichler, Hill,
Richards Group (Everen Securities), a member of the New York Stock Exchange.
Mr. Schnabel also is a director of Cyprus Amax Minerals Company and
International Game Technology.
Class III Directors With Terms Expiring in 2000:
George F. Haddix, Ph.D. Director since 1994
Dr. Haddix, 60, is a co-founder of the Company and was the President and
Chief Technical Officer of the Company from its inception in 1994 until
September 1997. Dr. Haddix currently is a private investor and, since his
retirement as an employee of the Company at the end of 1997, has served as a
consultant to the Company with respect to its technical management and
administration. From 1991 until founding the Company, Dr. Haddix was a private
investor. From 1989 to 1991, Dr. Haddix was a General Partner in Hansen,
Haddix and Associates, a partnership which provided advisory management
services to suppliers of software products and services. From 1987 to 1988,
Dr. Haddix served as President and Chief Executive Officer of US WEST Network
Systems, Inc. Dr. Haddix received a Ph.D. in Mathematics from Iowa State
University in 1968 and has served on the faculties of three universities. Dr.
Haddix also is a director of infoUSA, Inc.
Neal C. Hansen Director since 1994
Mr. Hansen, 58, is a co-founder of the Company and has been the Chairman of
the Board and Chief Executive Officer of the Company since its inception in
1994. From 1991 until founding the Company, Mr. Hansen served as a consultant
to several software companies, including First Data Corporation ("FDC"). From
1989 to 1991, Mr. Hansen was a General Partner in Hansen, Haddix and
Associates, a partnership which provided advisory management services to
suppliers of software products and services. From 1983 to 1989, Mr. Hansen was
Chairman and Chief Executive Officer of US WEST Applied Communications, Inc.
and President of US WEST Data Systems Group. From 1971 to 1983, Mr. Hansen
served in a variety of executive positions with FDC and in 1982 was
responsible for the development of FDC's cable television processing division,
which was acquired by the Company in 1994.
Frank V. Sica Director since 1994
Mr. Sica, 48, has served as a director of the Company since its inception in
1994. Mr. Sica has been a Managing Director of Soros Fund Management Company
since May 1998. He was a Managing Director of Morgan Stanley & Co.
Incorporated from 1988 to March 31, 1998, and had been employed by Morgan
Stanley & Co. Incorporated since 1981, originally in the Mergers and
Acquisition Department, and from 1988 to March 31, 1998, in the Merchant
Banking Division. Mr. Sica also is a director of Kohl's Corporation, Emmis
Broadcasting Corporation, and Outboard Marine Corp.
John P. Pogge, President of the Company, and Gregory A. Parker, Chief
Financial Officer of the Company, are brothers-in-law. There are no other
family relationships between any of the directors or officers. There are no
arrangements between any director or officer and any other person pursuant to
which such person was selected as a director or officer.
The Board of Directors has a standing Audit Committee, composed of Ms.
Obuchowski and Messrs. Schnabel (Chairman), Holland and Reznicek. The Audit
Committee held four meetings during the year ended December 31, 1998. The
Committee's functions are to recommend to the Board of Directors the firm to
be appointed as the Company's independent accountants, to review and approve
the scope of the Company's annual audit, to review the audit report and
recommendations to management of the Company's independent
5
<PAGE>
accountants, to consult with the Company's independent accountants concerning
the Company's financial controls, accounting procedures, and internal auditing
functions, and to consider and review such other matters relating to the
financial and accounting affairs of the Company as the Committee may deem
appropriate.
The Board of Directors has a standing Compensation Committee, composed of
Messrs. Sica (Chairman), Holland and Schnabel, which held five meetings and
acted by written consent on four other occasions during the year ended
December 31, 1998. The Committee's functions are to provide oversight with
respect to the compensation and benefit policies, plans and programs of the
Company for the executive officers of the Company and, to the extent not
otherwise determined by contract or formal plan, to review and recommend to
the Board of Directors salaries, bonuses and other benefits and compensation
for the executive officers of the Company. The Committee also is responsible
for the administration of and the granting of stock options, stock purchase
rights and other awards under the Company's 1995 Incentive Stock Plan, 1996
Stock Incentive Plan and 1996 Employee Stock Purchase Plan.
The Company does not have a nominating committee.
During the year ended December 31, 1998, the Board of Directors held six
meetings. During the period of their service on the Board of Directors, all
directors except Messrs. Holland and Schnabel attended at least 75% of the
aggregate number of meetings of the Board of Directors and of the committees
on which they serve.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers (as defined in the applicable regulations) and directors, and persons
who own more than 10% of a class of the Company's equity securities registered
under such Act, to file certain reports of ownership and changes of ownership
of the Company's equity securities with the SEC. Officers, directors and more
than 10% stockholders are required by SEC regulation to furnish to the Company
copies of all Section 16(a) forms which they file.
Based solely on its review of the copies of such forms submitted to it, or
written representations from certain reporting persons that no Form 5 was
required for those persons, the Company believes that, except as set forth in
this paragraph, all filing requirements applicable to its officers and
directors were complied with for the year ended December 31, 1998. Mr. Sica
made a late filing with respect to shares of Common Stock distributed to him
by a limited partnership in January and June 1998. Ms. Obuchowski made a late
filing with respect to one purchase of shares in May 1998.
Director Compensation
Each non-employee director of the Company is entitled to receive the
following compensation: (i) $2,500 for each meeting of the Board of Directors
attended in person, (ii) $500 for each meeting of the Board of Directors
attended by conference telephone call or its equivalent and (iii) $500 for
each meeting of a committee of the Board of Directors attended in person or by
conference telephone call or its equivalent. Directors who are officers or
employees of the Company do not receive additional compensation for serving as
a director or committee member. The Company also has a Stock Option Plan for
Non-Employee Directors (the "Directors Plan") which was approved at the 1997
annual meeting of stockholders. During the year ended December 31, 1998, the
Board granted an option under the Directors Plan to Mr. Sica, who is a non-
employee director of the Company, to purchase 24,000 shares of Common Stock at
a price per share equal to the last sale price of the Common Stock as quoted
on the Nasdaq National Market System on the date of the grant (such number of
shares and price per share having been adjusted to reflect the 2-for-1 stock
split referred to on page 2). Such option becomes exercisable in three equal
installments commencing on the first anniversary of the grant date and
continuing on the next two consecutive anniversaries of the grant date if the
optionee is then a member of the Board and will expire ten years after the
date of the grant, if not sooner exercised. If a director ceases to be a
member of the Board before fully exercising his or her options, then various
provisions of the Plan relating to such an event will govern the continuing
exercisability of such options.
6
<PAGE>
Compensation of Executive Officers
The following table sets forth information with respect to the compensation
paid by the Company to each of its executive officers for services rendered
during 1998. The numbers of stock options awarded for each year have been
adjusted to reflect a 2-for-1 stock split which became effective through the
payment of a 100% stock dividend on March 5, 1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-term
Annual Compensation(1) Compensation
--------------------------- -------------
Name and Principal Fiscal Stock Options All Other
Position Year Salary Bonuses(2) Awarded Compensation(4)
- ------------------ ------ ------- ---------- ------------- ---------------
($) ($) (#) ($)
<S> <C> <C> <C> <C> <C>
Neal C. Hansen.......... 1998 350,000 359,450 480,000 7,683
Chairman of the Board
and 1997 300,000 195,000 120,000 7,312
Chief Executive Officer 200,000(3)
1996 220,000 150,000 224,500 8,700
John P. Pogge........... 1998 265,000 251,220 266,000 11,383
President and Chief
Operating 1997 250,000 135,000 120,000 12,162
Officer(5) 120,000(3)
1996 175,000 100,000 64,000 1,063
Edward C. Nafus......... 1998(6) 250,000 108,625 280,000 --
Executive Vice
President
Gregory A. Parker....... 1998 170,000 134,300 180,000 9,975
Vice President and
Chief 1997 140,000 65,000 69,400 9,663
Financial Officer 120,000(3)
1996 105,400 30,000 35,000 --
Larry G. Fendley........ 1998 148,713 6,250 42,600 7,419
Executive Vice
President, 1997 185,000 100,000 40,000 7,376
Product Delivery
Services(7) 90,000(3)
1996(7) 170,000 100,000 350,000 --
</TABLE>
- --------
(1) With respect to each of the individuals named in the Summary Compensation
Table, the aggregate amount of perquisites and other personal benefits,
securities or property received did not exceed the lesser of $50,000 or
10% of the total amount of annual salary and bonus reported for such
individual.
(2) Except as indicated in footnote (3), the bonuses were annual performance
bonuses paid to the executive officers. The bonus earned for each year is
payable in the first quarter of the subsequent year.
(3) These bonuses were special bonuses paid in October 1997 in recognition of
extraordinary services performed by the recipients in connection with the
negotiation of an Asset Purchase Agreement and a Master Subscriber
Management System Agreement with certain affiliates of Tele-
Communications, Inc. and the successful consummation and implementation
of the transactions contemplated by such agreements.
(4) All Other Compensation for 1998 for Messrs. Hansen and Fendley consists
of employer contributions to the CSG Incentive Savings Plan (a 401(k)
plan). All Other Compensation for 1998 for Messrs. Pogge and Parker
consists of employer contributions to the CSG Incentive Savings Plan
(Pogge--$7,633 and Parker--$7,453) and employer credits to the CSG
Systems, Inc. Wealth Accumulation Plan (Pogge--$3,750 and Parker--
$2,522). The CSG Systems, Inc. Wealth Accumulation Plan is a deferred
compensation plan which provides for elective salary and incentive
compensation deferrals by participants. CSG Systems, Inc. matches a
participant's deferral up to 25% thereof, with a maximum annual credit of
$6,250 per participant. A deferred compensation plan participant's
deferral account also is credited monthly with an interest equivalent
based upon the account balance and a current index of corporate bond
yields.
(5) Mr. Pogge was elected President and Chief Operating Officer of the
Company on September 24, 1997. Prior to that time, he served as an
Executive Vice President of the Company.
7
<PAGE>
(6) Mr. Nafus joined the Company in August 1998, and his salary for 1998 is
presented on an annualized basis.
(7) Mr. Fendley joined the Company in April 1996, and his salary for 1996 is
presented on an annualized basis. Mr. Fendley resigned as Executive Vice
President of the Company in May 1998 but has continued to be an employee
of the Company with responsibility for special projects assigned by
Messrs. Hansen and Pogge.
Option Grants in 1998
The following table sets forth the stock options granted to the Company's
executive officers during 1998. The numbers of shares and the exercise price
per share have been adjusted to reflect a 2-for-1 stock split which became
effective through the payment of a 100% stock dividend on March 5, 1999.
Individual Grants
<TABLE>
<CAPTION>
Options % of Total
Granted on Options Granted Exercise
Common to Employees Price per Expiration Grant Date
Name Stock(1) in 1998 Share (4) Date Present Value(5)
---- ---------- --------------- --------- ---------- ----------------
(#) (%) ($/share) ($)
<S> <C> <C> <C> <C> <C>
Neal C. Hansen.......... 80,000(2) 2.5 21.13 1/20/08 656,000
400,000(3) 12.3 26.72 11/17/08 5,156,000
John P. Pogge........... 66,000(2) 2.0 21.13 1/20/08 541,200
200,000(3) 6.2 26.72 11/17/08 2,578,000
Gregory A. Parker....... 80,000(2) 2.5 21.13 1/20/08 656,000
100,000(3) 3.1 26.72 11/17/08 1,289,000
Edward C. Nafus......... 200,000(2) 6.2 21.00 8/18/08 1,628,000
80,000(3) 2.5 26.72 11/17/08 1,031,200
Larry G. Fendley........ 42,600(2) 1.3 21.13 1/20/08 239,412
</TABLE>
- --------
(1) All options were granted pursuant to the Company's 1996 Stock Incentive
Plan.
(2) One-fourth of these options become exercisable on the first anniversary of
the grant date and on each of the second through fourth anniversaries
thereafter. In the case of Messrs. Hansen and Pogge, the exercisability of
the options will be accelerated upon the occurrence of certain "change of
control" events specified in amendments to their respective option
agreements.
(3) One-half of these options become exercisable on each of November 17, 2002,
and November 17, 2003. The exercisability of these options will be
accelerated upon the occurrence of certain "change of control" events
specified in the respective option agreements.
(4) The exercise price is the closing market price on the date the options
were granted.
(5) Grant date present value is determined using a modified Black-Scholes
option pricing model. The estimated values under the model are based on
several assumptions, including a weighted-average expected volatility of
40.0%, a weighted-average risk-free rate of return of 4.9%, no dividend
yield and expected option lives of 4.4 years, and may not be indicative of
actual value. The actual gain, if any, the option holder may realize will
depend on the excess of the actual market price of the stock over the
exercise price on the date the option is exercised. There is no assurance
that the value that may be realized by the option holder will be at or
near the value estimated by the modified Black-Scholes model.
8
<PAGE>
Aggregated Option Exercises and 1998 Year-End Option Values
The following table sets forth certain information regarding the exercise of
stock options during 1998 by the Company's executive officers and the number
and value of their unexercised stock options at December 31, 1998. The numbers
of unexercised options have been adjusted to reflect a 2-for-1 stock split
which became effective through the payment of a 100% stock dividend on March
5, 1999.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Shares Options at December 31, 1998 at December 31, 1998(1)
Acquired Value -------------------------------- -------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- -------------- --------------- ----------- -------------
(#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Neal C. Hansen.......... -- -- 119,800 704,700 3,217,975 12,751,025
John P. Pogge........... -- -- 55,600 394,400 1,636,231 7,448,894
Gregory A. Parker....... -- -- 31,350 253,050 869,434 4,750,803
Edward C. Nafus......... -- -- -- 280,000 -- 4,722,500
Larry G. Fendley........ -- -- 203,334 229,266 5,279,391 5,874,009
</TABLE>
- --------
(1) "In-the-Money Options" are options outstanding at the end of 1998 for
which the fair market value of the Common Stock at the end of 1998 ($39.50
per share, as adjusted for the 2-for-1 stock split which became effective
through the payment of a 100% stock dividend on March 5, 1999) exceeded
the exercise price of the options.
Employment and Consulting Agreements
Mr. Hansen
Mr. Hansen initially was employed by the Company pursuant to an employment
agreement dated November 30, 1994, which had a five-year term ending on
November 30, 1999 (the "1994 Agreement"). On November 17, 1998, Mr. Hansen and
the Company entered into a new employment agreement (the "1998 Agreement")
which superseded the 1994 Agreement. The term of the 1998 Agreement is from
November 17, 1998, through December 31, 2001. On December 31 of each year
during its term (beginning December 31, 1999), the term of the 1998 Agreement
automatically is extended by one year unless, not later than one year prior to
a particular December 31, either the Company or Mr. Hansen notifies the other
than such extension shall not occur, in which case the 1998 Agreement will
terminate at the end of its then remaining term.
The 1998 Agreement provided for the continuation of Mr. Hansen's 1998 base
salary of $350,000 through December 31, 1998; thereafter, Mr. Hansen is to
receive an annual base salary of not less than $400,000 (with annual Consumer
Price Index adjustments). Beginning in 1999, Mr. Hansen also is given the
opportunity under the 1998 Agreement to earn an annual incentive bonus of not
less than 65% of his base salary if the objectives established annually by the
Board are fully achieved; a similar bonus program was in place for Mr. Hansen
for 1998. The 1998 Agreement also provides (as did the 1994 Agreement) certain
group insurance coverages, an automobile allowance, certain expenses of club
membership and various other benefits to Mr. Hansen.
The 1998 Agreement will terminate upon Mr. Hansen's death, and the Company
may terminate the 1998 Agreement in the event of Mr. Hansen's disability for a
continuous period of more than six months or for more than 180 days in the
aggregate during any 12-month period. The Company also may terminate the 1998
Agreement for "cause", as defined in the 1998 Agreement. In the cases of death
or disability, Mr. Hansen (or his estate) would be entitled to receive his
base salary through the termination date and a pro rata portion of his annual
incentive bonus for the year of termination. In the case of termination for
cause, Mr. Hansen is not entitled to receive any portion of his incentive
bonus for the year of termination.
If the Company terminates Mr. Hansen's employment without cause prior to a
change of control of the Company, then Mr. Hansen is entitled to continue to
receive his base salary for the remaining term of the 1998 Agreement (less
compensation received from other employment), his full incentive bonus for the
year of
9
<PAGE>
termination (payable at the regularly scheduled time) and an additional amount
equal to 195% of his base salary in effect at the time of the termination (the
latter amount being payable 50% one year after the termination and 50% two
years after the termination). If the Company terminates Mr. Hansen's
employment without cause after a change of control of the Company, then he is
entitled to receive the amounts referred to in the preceding sentence, but the
payment times generally are accelerated to 30 days after the effective date of
the termination. "Change of Control" is defined in the 1998 Agreement and
includes among other events various types of mergers, dissolutions or changes
in ownership of the Company or its principal operating subsidiary,
acquisitions of significant amounts of the voting stock of the Company and
certain changes in the composition of the Board.
If the Company or a permitted successor to the Company materially alters Mr.
Hansen's duties and responsibilities under the 1998 Agreement or assigns to
Mr. Hansen duties and responsibilities inappropriate to the chief executive
officer of the Company without Mr. Hansen's consent, then Mr. Hansen may
resign from his offices and positions with the Company (without further
obligation to perform any services) and will be entitled to receive the
compensation described in the applicable sentence of the preceding paragraph,
depending upon whether such event occurs before or after a change of control
of the Company.
If any payments made to Mr. Hansen under the preceding two paragraphs cause
Mr. Hansen to be subject to excise taxes on "excess parachute payments" under
the Internal Revenue Code, then the Company is obligated to reimburse Mr.
Hansen for such excise taxes and for any additional income, excise or other
taxes which he incurs as a result of such reimbursements.
If Mr. Hansen voluntarily resigns prior to the expiration of the 1998
Agreement, he is only entitled to receive his base salary through the
termination date (unless the termination date is December 31, in which case he
also is entitled to receive his incentive bonus for the year of termination.)
The 1998 Agreement also contains provisions which prohibit Mr. Hansen from
competing with the Company or soliciting the Company's employees for a period
of one year after the termination of his employment for any reason.
Mr. Pogge
On November 17, 1998, the Company also entered into an employment agreement
with Mr. Pogge, which generally is similar to Mr. Hansen's 1998 Agreement,
except that Mr. Pogge's 1998 base salary was $265,000, his minimum annual base
salary thereafter is $290,000 (with CPI adjustments), his annual incentive
bonus target is 60% of his base salary and his additional payment in the event
of termination without cause is an amount equal to 180% of his base salary.
Mr. Pogge did not previously have an employment agreement with the Company.
Messrs. Nafus and Parker
On November 17, 1998, the Company also entered into employment agreements
with Messrs. Nafus and Parker. The agreements cover the period from November
17, 1998, through December 31, 1999, and provide for automatic one-year
extensions (similar to Mr. Hansen's) beginning on December 31, 1998. Mr.
Nafus' agreement continued his base salary of $250,000 through December 31,
1998, and provides for a minimum annual base salary thereafter of $262,500
(with CPI adjustments), an annual incentive bonus target of 55% of his base
salary and various group insurance coverages. Mr. Parker's agreement continued
his base salary of $170,000 through December 31, 1998, and provides for a
minimum annual base salary thereafter of $205,000, an annual incentive bonus
target of 50% of his base salary and various group insurance coverages. The
provisions of these agreements in the cases of termination for death,
disability or cause are the same as in Mr. Hansen's agreement. If the Company
terminates the employment of Mr. Nafus or Mr. Parker without cause prior to a
change of control of the Company, then the Company must continue to pay such
person's base salary for one year after the termination (less compensation
received from another employer) and also must pay such person's annual
incentive bonus for the year of termination and an additional amount equal to
55% (in the case of Mr. Nafus) or
10
<PAGE>
50% (in the case of Mr. Parker) of such person's base salary (payable one year
after the termination). If the termination without cause occurs after a change
of control, then the Company must pay (within 30 days after the termination)
the person's base salary for two years, the annual incentive bonus for the
year of termination and an additional amount equal to 110% (in the case of Mr.
Nafus) or 100% (in the case of Mr. Parker) of such person's base salary. The
provisions of these agreements relating to a constructive termination require
that the employee give notice to the Company of a claimed constructive
termination, and the Company then has an opportunity to take appropriate
actions to remove the basis for such claim. Other provisions of these
agreements generally are similar to those contained in Mr. Hansen's agreement.
Neither Mr. Nafus nor Mr. Parker previously had an employment agreement with
the Company.
Dr. Haddix
In anticipation of his retirement from full-time employment by the Company
on December 31, 1997, on December 23, 1997, Dr. Haddix entered into an
Independent Consulting Agreement with the Company to provide advice regarding
the technical management and administration of the Company. The agreement
expires on December 23, 1999, and is terminable by either party for cause. Dr.
Haddix's compensation under the agreement consists of $3,000 per calendar
quarter on a retainer basis, inclusive of all costs, expenses and taxes, plus
$1,000 for each day worked (based on an 8-hour work day) in excess of one day
per month. Dr. Haddix will be entitled to receive a pro-rated amount of such
daily rate for any partial days worked in excess of one day per month. For his
services during 1998, Dr. Haddix received $22,000 pursuant to such agreement.
The Company does not separately compensate Dr. Haddix for his services as a
director of the Company.
Stock Option Acceleration
In connection with the 1998 employment agreements of the Company with
Messrs. Hansen and Pogge described above, the Company amended all of the then
outstanding stock option agreements between the Company and such persons to
provide that, upon the occurrence of a change of control of the Company, the
options covered by such agreements will become immediately exercisable in full
without regard to their original schedules for exercisability. "Change of
control" is defined in such amendments and includes among other events various
types of mergers, dissolutions or changes in ownership of the Company or its
principal subsidiary, acquisitions of significant amounts of the voting stock
of the Company, certain "going private" transactions involving the Company and
certain changes in the composition of the Board. Such amendments were not
effected in anticipation of any particular transaction or event.
11
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee"),
consisting entirely of non-employee directors, approves the basic policies
under which compensation is paid or awarded to the Company's executive
management. The Committee is composed of Messrs. Sica (Chairman), Holland and
Schnabel.
Compensation Philosophy
The Company's executive compensation program is premised on the belief that
the interests of executives should be closely aligned with those of the
Company's stockholders. The Company's executive compensation plans also are
designed to attract, retain, motivate and appropriately reward individuals who
are responsible for the Company's short-term and long-term profitability and
growth. Based on this philosophy, a significant portion of each executive's
total compensation is placed at-risk and linked to the accomplishment of
specific Company and individual financial, strategic and performance results,
as well as potential appreciation in the value of the Common Stock.
Compensation Program
Each year the Committee comprehensively reviews the Company's overall
executive compensation program. Such Committee review includes the members'
consideration of compensation programs adopted by competing companies and by
other employers likely to recruit executives with skill sets similar to those
which the Company regularly seeks. In addition, at the Committee's request,
the Company engages an independent compensation consulting firm to prepare a
more extensive formal analysis which assesses the competitiveness of the
Company's executive compensation and compares the several components of the
Company's executive compensation program with those of other publicly owned
technology companies. The Committee's annual compensation review permits an
ongoing evaluation of the link between the Company's performance and its
executive compensation in the context of the compensation programs of such
other companies.
The Committee approves the compensation of the executive officers, including
the Chief Executive Officer, whose compensation is detailed in this Proxy
Statement and sets policies with respect to the Company's executive
compensation program generally.
The key elements of the Company's executive compensation program consist of
base annual salaries, performance bonuses and stock options.
The Committee's policies with respect to each of these elements, including
the basis for the compensation paid to Mr. Hansen, are discussed below.
Base Annual Salaries
Base annual salaries for executive officers are initially determined by
evaluating the responsibilities of the position, the experience and knowledge
of the individual, and the scope and complexity of the executive's position
relative to other senior management positions internally and at competitive
frame companies. The external comparison is based on the results of a report
prepared by an independent compensation consulting firm and takes into
consideration the compensation practices and programs of other corporations
which are most likely to compete with the Company for the services of
executive management personnel.
Annual salary adjustments are determined by evaluating both the position and
the performance of each executive officer, taking into account any changes in
responsibilities. Individual performance ratings take into account such
factors as achievement of the Company's strategic plan and attainment of
specific individual objectives.
With respect to the base salary paid to Mr. Hansen in 1998, the Committee
took into account a comparison of base salaries of chief executive officers of
peer companies, the Company's performance in 1997 and the
12
<PAGE>
assessment by the Committee of Mr. Hansen's individual performance. Based upon
this evaluation, the Committee increased Mr. Hansen's base salary by $50,000
to $350,000 for 1998.
Performance Bonuses
The Company maintains a Performance Bonus Plan (the "Bonus Plan"), which
provides for the payment of performance bonuses to most management employees
of the Company who do not receive sales commissions. Executive officers of the
Company participate in the Bonus Plan, which is a pay-for-performance plan
designed to compensate participants for achieving certain levels of
performance with respect to key objectives established in the Company's annual
financial plan.
Annually, the Committee approves targeted levels and minimum threshold
levels of performance with respect to key objectives affecting the executive
officers' performance bonuses. No performance bonus is paid when results are
below the threshold levels. For executive officers, the performance bonus
objectives are based upon revenue and earnings of the Company. Performance
bonuses are paid during the first quarter after the year in which they are
earned. Because the Company's 1998 revenue and earnings substantially exceeded
the targets for a 100% performance bonus payment (which would range from 50%
to 65% of base salary, depending upon the particular executive officer), the
1998 performance bonus payments to the Company's executive officers (other
than Messrs. Nafus and Fendley, who were executive officers for only part of
the year) ranged from approximately 79% of base salary to approximately 103%
of base salary, depending upon the particular executive officer.
Mr. Hansen's performance bonus for 1998 was based on the Company's overall
revenue and earnings. Mr. Hansen earned a performance bonus of $359,450 for
1998, representing approximately 103% of his base salary based upon the levels
of achievement of the applicable targets, as compared with a performance bonus
of $195,000 in 1997, which was based upon 100% achievement of the applicable
targets and represented 65% of his base salary. The targeted levels of
performance for 1998 had been increased substantially over those for 1997.
Stock Options
The third component of executive officers' compensation is the Company's
1996 Stock Incentive Plan, pursuant to which the Company has granted to its
executive officers options to purchase shares of Common Stock.
Stock options are designed to align the interests of executives with those
of the Company's stockholders. Stock options are granted at an exercise price
equal to the market price of the Common Stock on the date of grant, generally
vest in equal installments over four or five years and are exercisable no
later than ten years from the date of grant. This plan is designed to provide
incentives for the creation of value for the Company's stockholders over the
long term because the full benefit of an executive's compensation package
cannot be realized unless stock price appreciation occurs and is maintained
over a number of years.
In January 1998, the Committee, in accordance with a program first
implemented in January 1997, granted stock options to the executive officers
of the Company and to approximately 375 other executives and key employees of
the Company's operating subsidiaries. Such program contemplates a consistent
methodology of annual stock option grants in a manner which will enable the
Company to maintain a competitive position in this area of its overall
compensation program. In determining the option grants, the Committee took
into account information developed for the Company by its independent
compensation consultant as well as information concerning the individual
position and performance of each option grantee.
During 1995, following the formation of the Company in late 1994, a small
number of executives and other key employees of the Company purchased shares
of Common Stock whose transferability was restricted and which generally were
subject to repurchase by the Company at a price significantly below market
value if the holder of such shares were to leave the employ of the Company.
Beginning in 1996, such restrictions and repurchase rights have lapsed
generally at the rate of 20% per year, so that by late 2000 none of such
shares still
13
<PAGE>
outstanding will any longer be restricted or subject to repurchase by the
Company. Similarly, stock options granted to various executives and other key
employees (some of whom also own restricted stock) in 1996 and subsequent
years have begun to become exercisable. In light of the highly competitive
employment environment in which the Company operates, during 1998 the
Committee considered various means of creating a further incentive for its
senior executives to remain in the employ of the Company over an extended
period of time. With the assistance of the Company's independent compensation
consulting firm, the Committee concluded that a current one-time stock option
grant in lieu of the anticipated annual option grants for 1999, 2000 and 2001
to the particular recipients could serve to accomplish the Committee's
objective. Such special grant would involve the approximate total number of
shares that might normally be expected to be granted annually over such three-
year period; however, unlike the normal annual option grant which has a four-
year vesting schedule beginning one year after the grant date, the options
covered by the special grant would become exercisable as to 50% of the shares
covered by the option four years after the grant date and as to the remaining
shares covered by the option five years after the grant date. Such options
were granted by the Committee on November 17, 1998, and thus become
exercisable as to 50% of the option shares on each of November 17, 2002 and
2003. The option agreements contain a change-of-control acceleration provision
identical to that contained in the amendments of certain previous option
agreements with Messrs. Hansen and Pogge which are discussed above.
Information concerning all 1998 option grants to the executive officers of
the Company appears in the table above under the heading "Option Grants in
1998".
The Committee determined that the grant to Mr. Hansen should cover 480,000
shares; however, because of limitations contained in the Company's 1996 Stock
Incentive Plan, the Committee only was able to grant Mr. Hansen an option
covering 400,000 shares on November 17, 1998. In January 1999, the Committee
granted an option to Mr. Hansen covering the additional 80,000 shares with the
same vesting schedule as the November 1998 option but at the higher January
1999 market price. All share numbers in this paragraph have been adjusted to
reflect the 2-for-1 stock split which became effective through the payment of
a 100% stock dividend on March 5, 1999.
Conclusion
Through the programs described above, a significant portion of the Company's
executive compensation is linked directly to individual and Company
performance in furtherance of the Company's strategic goals as well as to
potential stock price appreciation. The Committee presently intends to
continue a policy of closely linking executive compensation to Company
performance and stockholder return.
Compensation Committee of the Board of
Directors
Frank V. Sica, Chairman of the
Committee
Royce J. Holland
Rockwell A. Schnabel
14
<PAGE>
[LINE GRAPH APPEARS HERE]
STOCK PRICE PERFORMANCE
The following graph assumes $100 invested on February 28, 1996 (the date on
which the Company's Common Stock was first traded publicly) in the Common
Stock, in the S&P 500 Index and in the Company's Standard Industrial
Classification ("SIC") Code Index: Computer Processing and Data Preparation
Services.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
-------------FISCAL YEAR ENDINGS--------------
COMPANY/INDEX/MARKET 2/28/1996 12/31/1996 12/31/1997 12/31/1998
CSG Systems Intl 100.00 66.85 173.91 343.48
SIC Code Index 100.00 108.88 118.38 154.78
S&P 500 Index 100.00 117.82 157.13 202.03
ASSUMES $100 INVESTED ON FEB. 28, 1996
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC.31, 1998
15
<PAGE>
PROPOSAL TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER
THE COMPANY'S 1996 STOCK INCENTIVE PLAN
Proposed Amendment
At the Annual Meeting, the stockholders will be asked to approve an
amendment (the "Plan Amendment") to the Company's 1996 Stock Incentive Plan
(the "1996 Plan"), as adopted by the Board on January 19, 1999, which will
increase by 3,000,000 the number of shares of Common Stock available for
issuance under the 1996 Plan.
The 1996 Plan is intended to foster and promote the long-term financial
success of the Company and its subsidiaries and thereby increase stockholder
value by providing incentives to those officers and other key employees who
are likely to be responsible for achieving such success. The 1996 Plan also
furthers the Company's goal of recruiting and retaining key employees in the
highly competitive technology industry. The Company believes that
participation in the 1996 Plan by employees increases their commitment to the
Company and more closely ties employee compensation and stockholder objectives
by focusing the attention of employees on stockholder return.
A copy of the Plan Amendment appears as Exhibit A to this Proxy Statement.
Approval of the Plan Amendment will ensure that enough shares are available
under the 1996 Plan to fulfill the objectives of the Plan for the next several
years.
All information in this Proxy Statement relating to numbers of shares of
Common Stock and option exercise prices has been adjusted to reflect the 2-
for-1 split of the Common Stock which became effective through the payment of
a 100% stock dividend on March 5, 1999.
Required Vote
Approval of the Plan Amendment requires the affirmative vote of the holders
of a majority of the shares of Common Stock present or represented by proxy at
the Annual Meeting and entitled to vote on such matter.
The Board Recommends a Vote FOR Approval
of the Plan Amendment
Plan Activity
As of February 28, 1999, options covering an aggregate of 6,112,784 shares
were outstanding and unexercised under the 1996 Plan at option prices ranging
from $7.50 to $35.875 per share and with expiration dates ranging from
February 22, 2006, to February 8, 2009. Without taking into account the effect
of the Plan Amendment, only 1,163,650 shares remained available for future
grants or awards under the 1996 Plan as of February 28, 1999. As of February
28, 1999, options had been granted or awards made to approximately 600 persons
employed by the Company as of such date, including the four persons serving as
executive officers of the Company at December 31, 1998. As of February 28,
1999, a total of 711,716 shares have been issued under the Plan upon the
exercise of options previously granted; none of such options were exercised by
executive officers of the Company.
16
<PAGE>
The following table sets forth certain information regarding the options
which have been granted and the awards which have been made under the 1996
Plan as of February 28, 1999.
<TABLE>
<CAPTION>
Name and Position Number of Shares(1)
----------------- -------------------
<S> <C>
Neal C. Hansen........................................ 904,500
Chairman of the Board and Chief Executive Officer
John P. Pogge......................................... 450,000
President and Chief Operating Officer
Edward C. Nafus....................................... 280,000
Executive Vice President
Greg Parker........................................... 284,400
Vice President and Chief Financial Officer
Royce J. Holland...................................... 0
Director nominee(2)
Bernard W. Reznicek................................... 0
Director nominee(2)
All current executive officers as a group............. 1,918,900
All current directors who are not executive officers
as a group(2)........................................ 0
All employees, including all current officers who are
not executive officers, as a group(3)................ 6,426,260(4)
</TABLE>
- --------
(1) All of the shares listed in this table involve stock options, except for
an aggregate of 11,850 shares granted as stock bonus awards to employees
who are not executive officers.
(2) Directors who are not employees of the Company are not eligible to
receive options or awards under the 1996 Plan but are eligible to receive
stock options under the Company's Stock Option Plan for Non-Employee
Directors. Each of the present non-employee directors of the Company,
except Dr. Haddix, holds an option to purchase 24,000 shares of Common
Stock under such Plan.
(3) In addition to the 1996 Plan, the Company has a 1995 Incentive Stock Plan
(the "1995 Plan") pursuant to which shares of Common Stock are authorized
for option grants to employees of the Company. As of February 28, 1999,
options covering 244,700 shares were outstanding and unexercised under
the 1995 Plan, and 122,900 shares remained available for future option
grants under the 1995 Plan. There have been no option grants made under
the 1995 Plan since 1995, and no directors or executive officers of the
Company have been granted options under the 1995 Plan.
(4) This number includes 1,508,810 shares as to which stock options have
terminated from time to time without having been exercised. When such
terminations occurred, the shares involved again became available for
issuance under the 1996 Plan.
Information about stock options granted to the Chief Executive Officer of
the Company and four other executive officers of the Company during 1998 can
be found in the table above under "Options Grants in 1998". In 1998 stock
options covering an aggregate of 1,248,600 shares were granted under the 1996
Plan to current and one former executive officer of the Company as a group,
and stock options covering an aggregate of 2,003,400 shares were granted under
the 1996 Plan to all employees (other than executive officers) as a group.
It is not possible to state the terms or types of any options or awards that
may be granted to executive officers of the Company or other persons under the
1996 Plan at a future time or to identify the persons to whom such future
grants may be made. Such grants are entirely within the discretion of the
Committee, and the Committee has made no decisions with respect to future
grants under the 1996 Plan.
17
<PAGE>
Effect of Plan Amendment
If the Plan Amendment is approved at the Annual Meeting, then the maximum
number of shares of Common Stock that still may be issued under the 1996 Plan
(in addition to the 6,112,784 shares subject to outstanding options as of
February 28, 1999) would be increased to 4,163,650. The latter number
represents shares available for, but not yet subject to, a grant or award
under the 1996 Plan as of the date of the Annual Meeting (1,163,650 shares,
assuming no grants or awards are made under the Plan between February 28,
1999, and the date of the Annual Meeting) plus the additional 3,000,000 shares
authorized by the Plan Amendment.
Description of the 1996 Plan and Option Terms
The following summary of the 1996 Plan does not purport to be complete and
is subject to and qualified in its entirety by the full terms of the 1996
Plan. Stockholders may request a copy of the 1996 Plan from the Secretary of
the Company at the address shown above.
The 1996 Plan authorizes the grant of (i) incentive stock options under the
Internal Revenue Code of 1986 (the "Code"), (ii) non-qualified stock options,
(iii) stock appreciation rights, (iv) performance unit awards, (v) restricted
stock awards and (vi) stock bonus awards to officers and other key employees
of the Company or any subsidiary of the Company who are responsible for or
contribute to, or are likely to be responsible for or contribute to, the
management, growth and success of the Company or such subsidiary. The Company
and its subsidiaries currently have approximately 1,000 employees who
potentially are eligible to receive such a grant, but the Company expects that
a majority of such employees will receive no grant.
Without giving effect to the Plan Amendment, the aggregate number of shares
of Common Stock available for issuance pursuant to the 1996 Plan (including
6,112,784 shares covered by outstanding options) as of February 28, 1999, is
7,276,434, which may be authorized and unissued shares or treasury shares. The
aggregate number of shares of Common Stock subject to or issuable in payment
of a grant or award to any one person in any calendar year may not exceed
480,000. If there is a stock dividend, stock split or other relevant change in
the outstanding shares of Common Stock, then the Compensation Committee (the
"Committee") of the Board will make appropriate adjustments in (a) the
aggregate number of shares of Common Stock (i) reserved for issuance under the
1996 Plan, (ii) for which grants or awards may be made to an individual
grantee and (iii) covered by outstanding awards or grants, (b) the exercise or
other applicable price relating to outstanding awards or grants and (c) the
appropriate fair market value and other price determinations relevant to
outstanding awards or grants. Any shares subject to an option or right which
expires or terminates unexercised as to such shares will again be available
for the grant of awards or options under the 1996 Plan. If any shares of
Common Stock which have been pledged as collateral for indebtedness incurred
by an optionee in connection with an option exercise are returned to the
Company in satisfaction of such indebtedness, then such shares will again be
available for the grant of awards or options under the 1996 Plan.
No award or grant under the 1996 Plan may be assigned or transferred by the
recipient except by will, the laws of descent and distribution or, in the case
of awards or grants other than incentive stock options, pursuant to a
qualified domestic relations order or by such other means as the Committee may
approve.
Administration
The 1996 Plan is administered by the Committee, which is composed of three
directors of the Company who are not employees of the Company or any of its
subsidiaries. The Committee has authority to interpret the 1996 Plan, to
select the officers and other key employees to whom awards or options will be
granted, to determine whether and to what extent awards and options will be
granted under the 1996 Plan, to determine the types of awards and options to
be granted and the amount, size, terms and conditions of each award or grant
and to make other relevant determinations and administrative decisions. In
general, all decisions and determinations made by the Committee pursuant to
the 1996 Plan are final and binding on all persons.
The Committee may delegate to any officer or officers of the Company any of
the Committee's duties, powers and authorities under the 1996 Plan upon such
conditions and with such limitations as the Committee
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may determine; provided, that only the Committee may select for awards or
options under the 1996 Plan, and make grants of awards or options under the
1996 Plan to, officers and other key employees of the Company or any
subsidiary of the Company who are subject to Section 16 of the Securities
Exchange Act of 1934 at the time of such selection or the making of such a
grant.
Awards and Grants
Stock Options. The Committee may grant incentive stock options under the
Code and non-qualified stock options. The option price per share may not be
less than the fair market value of the Common Stock on the date of the grant.
The Committee will fix the term of each option at the time of its grant, but
such term may not be more than ten years after the date of the grant. The
Committee may determine when an option becomes exercisable and may accelerate
previously established exercise rights. The Committee may permit payment of
the option exercise price in cash or in shares of Common Stock valued at their
fair market value on the exercise date. The Committee also may permit the
exercise price to be paid by the optionee's delivery of a properly executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of the applicable sale or loan proceeds
required to pay the exercise price.
If an optionee's employment terminates for any reason other than death or
disability, then the optionee generally may exercise an option to the extent
it was exercisable at the time of the termination for a period of three months
after the termination (but not after the expiration date of the option).
However, the Committee has the power to terminate an optionee's rights under
an outstanding option if the Committee determines (i) that the optionee's
employment was terminated for cause or (ii) that the optionee has engaged or
may engage in employment or activities competitive with the Company or a
subsidiary or contrary to the best interests of the Company or a subsidiary.
If an optionee's employment terminates by reason of disability, then the
optionee's options generally will be exercisable for six months after the
termination to the extent that the exercise was permitted prior to the
termination (but not after the expiration date of the option). If an optionee
dies while in the employ of the Company or a subsidiary, then the optionee's
options generally will be exercisable by the optionee's personal
representative or other successor for 12 months after the date of death to the
extent that the exercise was permitted prior to the optionee's death (but not
after the expiration date of the option).
Stock Appreciation Rights. The Committee may grant stock appreciation rights
("SARs") which entitle the grantee to receive, upon the exercise of an SAR, an
award equal to all or a portion of the excess of (i) the fair market value of
a specified number of shares of Common Stock at the time of the exercise over
(ii) a specified price not less than the fair market value of the Common Stock
at the time the SAR was granted. An SAR may be granted independently of or in
connection with a stock option grant. Upon the exercise of an SAR, the
applicable award may be paid in cash or in shares of Common Stock (or a
combination thereof) as the Committee may determine. The Committee will fix
the term of an SAR at the time of its grant, but such term may not be more
than ten years after the date of the grant. The Committee may determine when
an SAR becomes exercisable and may accelerate previously established exercise
rights.
The provisions of the 1996 Plan relating to the exercisability of SARs upon
the termination of a grantee's employment are similar to those discussed above
in connection with stock options.
Performance Unit Awards. The Committee may grant performance unit awards
which entitle the grantees to receive future payments based upon and subject
to the achievement of preestablished long-term performance targets. In
connection with such awards, the Committee is required to establish (i)
performance periods of not less than two nor more than five years, (ii) the
value of each performance unit and (iii) maximum and minimum performance
targets to be achieved during the performance period. The Committee may adjust
previously established performance targets or other terms and conditions of a
performance unit award to reflect major unforeseen events, but such
adjustments may not increase the payment due upon attainment of the previously
established performance targets. Performance unit awards, to the extent
earned, may be paid in cash or shares of Common Stock (or a combination
thereof) as the Committee may determine.
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If the employment of a grantee of a performance unit award terminates prior
to the end of an applicable performance period other than by reason of
disability or death, then the award generally terminates. However, the 1996
Plan permits the Committee to make partial payments of performance unit awards
if the Committee determines such action to be equitable. If the employment of
a grantee of a performance unit award terminates as a result of the grantee's
disability or death prior to the end of an applicable performance period, then
the Committee may authorize the payment of all or a portion of the performance
unit award (to the extent earned in the case of disability) to the grantee or
the grantee's legal representative.
Restricted Stock Awards. The Committee may grant restricted stock awards
consisting of shares of Common Stock restricted against transfer, subject to a
substantial risk of forfeiture and to other terms and conditions established
by the Committee. The Committee must determine the restriction period
applicable to a restricted stock award and the amount, form and time of
payment (if any) required from the grantee of a restricted stock award in
consideration of the issuance of the shares covered by such award. The
Committee in its discretion may provide for the lapse in installments of the
restrictions applicable to restricted stock awards and may waive the
restrictions in whole or in part.
If the employment of a grantee of a restricted stock award terminates for
any reason while some or all of the shares covered by such award are still
restricted, then the grantee's rights with respect to the restricted shares
generally terminate. However, the Committee has the discretion to provide for
complete or partial exemptions to such employment requirement.
Stock Bonus Awards. The Committee may grant a stock bonus award based upon
the performance of the Company, a subsidiary or a segment thereof in terms of
preestablished objective financial criteria or performance goals or, in
appropriate cases, such other measures or standards of performance (including
but not limited to performance already accomplished) as the Committee may
determine. The Committee may adjust preestablished financial criteria or
performance goals to take into account unforeseen events or changes in
circumstances, but such adjustments may not increase the amount of a stock
bonus award. The Committee, in its discretion, may impose additional
restrictions upon the shares of Common Stock which are the subject of a stock
bonus award.
Miscellaneous Provisions
Unless the 1996 Plan is sooner terminated by the Board, the 1996 Plan will
terminate on December 31, 2005. Awards or options outstanding at the time of
the termination of the 1996 Plan will remain in effect in accordance with
their terms. The Board may amend the 1996 Plan at any time; however,
stockholder approval must be obtained for any amendment for which approval is
required in order to satisfy the applicable requirements of Section 16(b) of
the Securities and Exchange Act of 1934, Section 162(m) of the Code, Section
422 of the Code or any regulation issued under any of such statutory
provisions. The Company's obligation to deliver shares of Common Stock or make
cash payments under the 1996 Plan is subject to applicable tax withholding
requirements; in the discretion of the Committee, required tax withholding
amounts may be paid by the grantee in cash or shares of Common Stock having a
fair market value equal to the required tax withholding amount.
Certain Federal Income Tax Consequences
The following brief description of certain federal income tax consequences
is based upon present federal income tax laws and regulations and does not
purport to be a complete description of the federal income tax consequences of
the 1996 Plan.
Incentive Stock Options. The grant of an incentive stock option under the
1996 Plan will not result in taxable income to the grantee or a tax deduction
for the Company. If the grantee holds the shares purchased upon the exercise
of an incentive stock option for at least one year after the purchase of the
shares and until at least two years after the option was granted, then the
grantee's sale of the shares will result in a long-term capital gain or loss,
and the Company will not be entitled to any tax deduction. If the grantee
sells or otherwise transfers
20
<PAGE>
the shares before such holding periods have elapsed, then the grantee
generally will recognize ordinary income and the Company generally would be
entitled to a tax deduction in an amount equal to the lesser of (i) the fair
market value of the shares on the exercise date minus the option price or (ii)
the amount realized upon the disposition minus the option price. Any gain in
excess of such ordinary income portion would be taxable as long-term or short-
term capital gain depending upon the grantee's holding period for the shares.
The excess of the fair market value of the shares received on the option
exercise date over the option price is an item of tax preference, potentially
subject to the alternative minimum tax.
Non-Qualified Stock Options. The grant of a non-qualified stock option
under the 1996 Plan will not result in taxable income to the grantee or a tax
deduction for the Company. Upon the exercise of a non-qualified stock option,
the grantee will be taxed at ordinary income rates on the excess of the fair
market value of the shares received over the option exercise price, and the
Company generally will be entitled to a tax deduction in the same amount. The
exercise price of the non-qualified stock option plus the amount included in
the grantee's income as a result of the option exercise will be treated as the
grantee's basis in the shares received, and any gain or loss on the subsequent
sale of the shares will be treated as long-term or short-term capital gain or
loss depending upon the grantee's holding period for the shares. The grantee's
sale of shares acquired upon the exercise of a non-qualified stock option will
have no tax consequences to the Company.
Stock Appreciation Rights and Performance Unit Awards. The grant of an SAR
or a performance unit award under the 1996 Plan will not result in taxable
income to the grantee or a tax deduction for the Company. Upon the exercise of
an SAR or the receipt of cash or shares of Common Stock upon the payment of a
performance unit award, the grantee will recognize ordinary income and the
Company generally will be entitled to a tax deduction in an amount equal to
the fair market value of the shares plus any cash received.
Restricted Stock Awards. The grant of a restricted stock award should not
result in taxable income for the grantee or a tax deduction for the Company if
the shares of Common Stock transferred to the grantee are subject to
restrictions which create a substantial risk of forfeiture of the shares by
the grantee if certain conditions prescribed at the time of the grant are not
subsequently satisfied. However, the grantee may elect within 30 days after
the acquisition of the shares to recognize ordinary income on the date of the
acquisition in an amount equal to the excess (if any) of the fair market of
the shares on the date of the grant, determined without regard to the
restrictions imposed on such shares (other than restrictions which by their
terms will never lapse), over the amount (if any) paid for the shares. If the
grantee does not make the election referred to in the preceding sentence,
then, when the restrictions imposed upon the shares lapse or otherwise
terminate, the grantee of the shares will recognize ordinary income in an
amount equal to the excess (if any) of the fair market value of the shares on
the date of such lapse or other termination over the amount (if any) paid for
the shares. If and when the grantee of a restricted stock award recognizes
ordinary income with respect to the shares covered by such award, the Company
generally will be entitled to a tax deduction in the same amount. The amount
paid by the grantee for restricted shares plus any amount recognized by the
grantee as ordinary income under the rules described above will be treated as
the grantee's basis in the shares; when the grantee sells the shares covered
by a restricted share award following the lapse or other termination of the
restrictions, any gain or loss on such sale will be treated as long-term or
short-term capital gain or loss depending upon the grantee's holding period.
Any dividends paid to the grantee of restricted shares while the shares are
still subject to the restrictions would be treated as compensation for federal
income tax purposes.
Stock Bonus Awards. When a stock bonus award is paid to a grantee by the
delivery of shares of Common Stock, the grantee will recognize ordinary income
and the Company generally will be entitled to a tax deduction in an amount
equal to the fair market value of such shares at the time of such delivery.
If, however, such shares are subject to any restrictions which create a
substantial risk of forfeiture, then the tax rules described above with
respect to restricted stock awards would be applicable.
Market Price
The closing price of the Common Stock on the NASDAQ National Market on March
22, 1999, was $32.875 per share.
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INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP served as the Company's independent public
accountants for the year ended December 31, 1998, and has been selected by the
Board of Directors to serve in such capacity for the current fiscal year
ending December 31, 1999.
The Company expects that a representative of Arthur Andersen LLP will be
present at the Annual Meeting, with the opportunity to make a statement if he
or she desires to do so, and that such representative will be available to
respond to appropriate questions.
OTHER MATTERS
Because no stockholder has given the Company timely written notice of
business not discussed in this Proxy Statement which such stockholder intends
to bring before the Annual Meeting, under the bylaws of the Company no
stockholder may properly bring any other business before the Annual Meeting.
As of the date of this Proxy Statement, the Company does not know of any
matter that may come before the Annual Meeting other than the matters
discussed in this Proxy Statement; however, if any other matter is properly
presented at the Annual Meeting, the persons named in the accompanying proxy
or their substitutes will have discretionary authority to vote on such matter
in accordance with their judgment.
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DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Under the bylaws of the Company, a stockholder who wishes to bring any
business before the 2000 annual meeting of stockholders of the Company must
give advance written notice to the Company of such business and of any
proposal which such stockholder wishes to have included in the Company's proxy
statement and on the Company's proxy card for such annual meeting. The notice
must be sent to the Secretary of the Company at the principal executive office
of the Company, must be received by the Secretary of the Company not later
than December 2, 1999, and must contain certain information required by the
bylaws of the Company. Such advance notice requirement applies to all matters
even if a stockholder does not seek to include in the Company's proxy
statement a proposal with respect to a particular matter.
The bylaws of the Company also provide that stockholder nominations of
persons for election to the Board of Directors are subject to certain advance
notice and informational requirements.
Copies of the Company's bylaws are available to stockholders upon request
made to the Secretary of the Company at the address set forth on page 1 of
this Proxy Statement.
The bylaw requirements referred to above do not supersede the conditions and
requirements established by the Securities and Exchange Commission for
stockholder proposals to be included in the Company's proxy materials for a
meeting of stockholders, and in that regard stockholders also must comply with
the applicable requirements of Rule 14a-8 under the Securities Exchange Act of
1934.
By Order of the Board of Directors
/s/ Joseph T. Ruble
Secretary
March 24, 1999
ALL STOCKHOLDERS ARE WELCOME TO ATTEND THE ANNUAL MEETING. REGARDLESS OF
WHETHER YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A PROMPT RESPONSE WILL
FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING, AND THE COMPANY WILL
APPRECIATE YOUR COOPERATION. STOCKHOLDERS OF RECORD WHO ATTEND THE ANNUAL
MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR
PROXIES.
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EXHIBIT A
Section 4 of the CSG Systems International, Inc. 1996 Stock Incentive Plan
is proposed to be amended so as to read as follows:
"4. Common Stock Subject to the Plan. Subject to adjustment
pursuant to Section 19, the maximum number of shares of Common
Stock which may be issued under the Plan on and after May 20,
1999, is the sum of (a) the number of shares of Common Stock
which were subject to outstanding Stock Options as of May 19,
1999, plus (b) the number of shares of Common Stock available
for, but not yet subject to, the grant of an award or option
under the Plan as of May 19, 1999, plus (c) 3,000,000 shares
of Common Stock; and the Company shall reserve and keep
available for issuance under the Plan such maximum number of
shares, subject to adjustment pursuant to Section 19. Such
shares may consist in whole or in part of authorized and
unissued shares or treasury shares or any combination thereof.
The aggregate number of shares of Common Stock subject to or
issuable in payment of (i) Stock Options, (ii) Stock
Appreciation Rights, (iii) Stock Bonus Awards, (iv) Restricted
Stock Awards or (v) Performance Unit Awards granted under the
Plan in any Plan Year to any individual may not exceed
480,000, subject to adjustment pursuant to Section 19. Except
as otherwise provided in the Plan, any shares subject to an
option or right which expires for any reason or terminates
unexercised as to such shares shall again be available for the
grant of awards or options under the Plan. If any shares of
Common Stock have been pledged as collateral for indebtedness
incurred by an optionee in connection with the exercise of a
Stock Option and such shares are returned to the Company in
satisfaction of such indebtedness, then such shares shall
again be available for the grant of awards or options under
the Plan."
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PROXY PROXY
CSG SYSTEMS INTERNATIONAL, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Neal C. Hansen and John
P. Pogge, and each of them, as attorneys and proxies of the undersigned, with
full power of substitution to each of them, to vote all shares of stock of CSG
Systems International, Inc. (the "Corporation") standing in the name of the
undersigned at the annual meeting of stockholders of the Corporation to be held
at the office of the Corporation, 7887 E. Belleview Avenue, Suite 1000,
Englewood, Colorado, at 8:30 a.m. (Mountain Time) on May 20, 1999, and at any
adjournments thereof, on the matters set forth on the reverse side hereof and in
their discretion on any other matters that properly may come before such meeting
or any adjournments thereof.
THIS PROXY, WHEN PROPERTY SIGNED, WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR THE OTHER MATTER SET FORTH ON THE REVERSE SIDE HEREOF.
The undersigned hereby ratifies and confirms all that either of such
attorneys and proxies, or their substitutes, may do or cause to be done by
virtue hereof and acknowledges receipt of the Notice of Annual Meeting of
Stockholders of the Corporation to be held on May 20, 1999, the Proxy Statement
of the Corporation for such Annual Meeting, and the 1998 Annual Report of the
Corporation.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM THE REVERSE SIDE)
1. Election of Directors. Nominees: Royce J. Holland
Bernard W. Reznicek
AUTHORITY
FOR ALL TO VOTE
NOMINEES WITHHELD
[_] [_]
[_]
-----------------------------------------------
For all nominees except as noted above
2. Approval of an amendment to the Corporation's 1996 Stock Incentive Plan
which will increase by 3,000,000 the number of shares of the Common
Stock available for issuance under such Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
NOTE: Please sign exactly as name appears at
left. When shares are held by joint tenants,
both should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. Corporations,
partnerships and limited liability companies
should sign in their names by an authorized
officer, partner, member or manager.
Signature: ________________ Date: ______ Signature: _______________ Date: _____
