<PAGE> 1
As filed with the Securities and Exchange Commission on August 30, 1999
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CONVERGYS CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-1598292
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
201 East Fourth Street
Cincinnati, Ohio 45202
(513) 397-5364
(Address, including zip code, of registrant's principal executive office)
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CONVERGYS CORPORATION CANADIAN EMPLOYEE SHARE PURCHASE PLAN
(Full title of the plan)
----------------------------------
William D. Baskett III
Secretary & General Counsel
201 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-2444
(Name, address including zip code, and telephone number area code,
of agent for service)
----------------------------------
Please send copies of all communications to:
Neil Ganulin, Esq.
Frost & Jacobs LLP
2500 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 651-6800
----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share(1) Price Fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 70,000 $21.063 $1,474,410 $409.89
without par value(2)
- -------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(c) pursuant to Rule 457(h)(1), based
upon the average of the high and low prices per share on the New York Stock
Exchange on August 26, 1999, solely for the purpose of calculation of the
registration fee.
(2) Includes attached rights
Pursuant to Rule 416(a), this registration statement also covers additional
common shares to be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents have been filed by Convergys Corporation (the
"Company") with the Commission (File No. 1-14379) and are incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998
(2) The Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1999
(3) The Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1999
(4) The Company's Current Report on Form 8-K filed on January 15,
1999
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Subsequently Filed Documents"), 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 a part of
this Registration Statement from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any Subsequently Filed Document modifies
or supersedes such statement. Any such modified or superseded statement shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The Company will provide without charge, upon written or oral request,
to each person to whom a copy of this Registration Statement is delivered, a
copy of any or all of the documents incorporated by reference herein, not
including exhibits to such documents. Requests for such copies should be
directed to the Secretary, Convergys Corporation, 201 East Fourth Street,
Cincinnati, Ohio 45202, telephone number (513) 723-7000.
ITEM 4. DESCRIPTION OF CAPITAL STOCK.
The following is a summary description of the capital stock of the
Company, does not purport to be complete and is subject to, and is qualified in
its entirety by, the Company's Amended Articles of Incorporation (the
"Articles") as filed with the Securities and Exchange Commission on July 17,
1998 as Exhibit 3.1 to Pre-Effective Amendment No. 2 to the Company's
Registration Statement on Form S-1 (File No. 333-53619).
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<PAGE> 3
The Company's authorized capital stock consists of 500,000,000 common
shares, without par value (the "Common Shares"), and 5,000,000 preferred shares,
without par value (the "Preferred Shares"), of which 4,000,000 are voting
preferred shares.
All Common Shares of the Company are entitled to participate equally in
such dividends as may be declared by the Board of Directors of the Company and
upon liquidation of the Company, subject to the prior rights of any Preferred
Shares. All Common Shares are fully paid and nonassessable.
Each shareholder has one vote for each Common Share registered in the
shareholder's name. The Board of Directors is divided into three classes as
nearly equal in size as the total number of directors constituting the Board
permits. The number of directors may be fixed or changed from time to time by
the shareholders or the directors.
The Board of Directors is authorized to issue the Preferred Shares from
time to time in series and to fix the dividend rate and dividend dates,
liquidation price, redemption rights and redemption prices, sinking fund
requirements, conversion rights, covenants, and certain other rights,
preferences and limitations. Each series of Preferred Shares would rank, with
respect to dividends and redemption and liquidation rights, senior to the Common
Shares. It is not possible to state the actual effect of the authorization of
any series of Preferred Shares upon the rights of holders of the Common Shares
until the Board of Directors determines the rights of the holders of one or more
series of Preferred Shares. However, such effects could include (a) restrictions
on dividends on the Common Shares, (b) dilution of the voting power of the
Common Shares to the extent that the voting Preferred Shares have voting rights
or (c) inability of the Common Shares to share in the Company's assets upon
liquidation until satisfaction of any liquidation preference granted to the
Preferred Shares.
No holders of shares of any class of the Company's capital stock have
pre-emptive rights nor the right to exercise cumulative voting in the election
of directors.
LIMITATIONS ON CHANGE IN CONTROL
The following provisions of the Articles and Ohio law might have the
effect of delaying, deferring or preventing a change in control of the Company
and would operate only with respect to an extraordinary corporate transaction,
such as a merger, reorganization, tender offer, sale or transfer of assets or
liquidation involving the Company and certain persons described below.
Ohio law provides that the approval of two-thirds of the voting power
of a corporation is required to effect mergers and similar transactions, to
adopt amendments to the articles of incorporation of a corporation and to take
certain other significant actions. Although under Ohio law the articles of
incorporation of a corporation may permit such actions to be taken by a vote
that is less than two-thirds (but not less than a majority), the Articles do not
contain such a provision. The two-thirds voting requirement tends to make
approval of such matters, including further amendments to the Articles,
relatively difficult, and a vote of the holders of
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<PAGE> 4
in excess of one-third of the outstanding Common Shares of the Company would be
sufficient to prevent implementation of any of the corporate actions mentioned
above. In addition, Article Fifth classifies the Board of Directors into three
classes of directors with staggered terms of office and the Regulations of the
Company (the "Regulations") provide certain limitations on the removal from and
filling of vacancies in the office of director.
Article Sixth of the Articles requires that certain minimum price
requirements and procedural safeguards be observed by a person or entity after
he or it becomes the holder of 10% or more of the voting shares of the Company
if such person or entity seeks to effect mergers or certain other business
combinations ("Business Combinations") that could fundamentally change or
eliminate the interests of the remaining shareholders. If such requirements and
procedures are not complied with, or if the proposed Business Combination is not
approved by at least a majority of the members of the Board of Directors who are
unaffiliated with the new controlling person or entity (taking into account
certain special quorum requirements), the proposed Business Combination must be
approved by the holders of 80% of the outstanding Common Shares and outstanding
voting Preferred Shares of the Company (collectively, "Voting Shares"), voting
together as a class, notwithstanding any other class vote required by law or by
the Articles. In the event the price criteria and procedural requirements are
met or the requisite approval by such unaffiliated directors (taking into
account certain special quorum requirements) is given with respect to a
particular Business Combination, the normal voting requirements of Ohio law
would apply.
In addition, Article Sixth of the Articles provides that the
affirmative vote of the holders of 80% of the Voting Shares, voting as a single
class, shall be required to amend or repeal, or adopt any provisions
inconsistent with, Article Sixth. An 80% vote is not required to amend or
repeal, or adopt a provision inconsistent with, Article Sixth if the Board of
Directors has recommended such amendment or other change and if, as of the
record date for the determination of shareholders entitled to vote thereon, no
person is known by the Board of Directors to be the beneficial owner of 10% or
more of the Voting Shares, in which event the affirmative vote of the holders of
two-thirds of the Voting Shares, voting as a single class, shall be required to
amend or repeal, or adopt a provision inconsistent with, Article Sixth.
Ohio, the state of the Company's incorporation, has enacted Ohio
Revised Code Section 1701.831, a "control share acquisition" statute, and
Chapter 1704, a "merger moratorium" statute. The control share acquisition
statute basically provides that any person acquiring shares of an "issuing
public corporation" (which definition the Company meets) in any of the following
three ownership ranges must seek and obtain shareholder approval of the
acquisition transaction that first puts such ownership within each such range:
(i) more than 20% but less than 331/3%; (ii) 331/3% but not more than 50%; and
(iii) more than 50%.
The merger moratorium statute provides that, unless a corporation's
articles of incorporation or regulations otherwise provide, an "issuing public
corporation" (which definition the Company meets) may not engage in a "Chapter
1704 transaction" for three years following the date on which a person acquires
more than 10% of the voting power in the election of directors of the issuing
corporation, unless the "Chapter 1704 transaction" is approved by the
corporation's board of directors prior to such voting power acquisition. A
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<PAGE> 5
person who acquires such voting power is an "interested shareholder", and
"Chapter 1704 transactions" involve a broad range of transactions, including
mergers, consolidations, combinations, liquidations, recapitalizations and other
transactions between an "issuing public corporation" and an "interested
shareholder" if such transactions involve 5% of the assets or shares of the
"issuing public corporation" or 10% of its earning power. After the initial
three year moratorium, Chapter 1704 prohibits such transactions absent approval
by disinterested shareholders or the transaction meeting certain statutorily
defined fair price provisions.
Ohio has also enacted a "greenmailer disgorgement" statute which
provides that a person who announces a control bid must disgorge profits
realized by that person upon the sale of any equity securities within 18 months
of the announcement.
The following is a summary description of the terms of the rights
described below, does not purport to be complete and is subject to, and is
qualified in its entirety by, the Company's Rights Agreement, filed with the
Securities and Exchange Commission as Exhibit 4.1 to the Company's Registration
Statement on Form S-8 (File No. 333-69633) filed December 23, 1998.
On November 19, 1998, the Board of Directors of the Company declared a
dividend distribution of one right ("Right") on each of the Company's
outstanding Common Shares to holders of record of the Common Shares at the close
of business on December 1, 1998 (the "Record Date"). One Right also will be
distributed for each Common Share issued after December 1, 1998, until the
Distribution Date (which is described in the next paragraph). Each Right
entitles the registered holder to purchase from the Company a unit ("Unit")
consisting of one one-hundredth of a Series A Preferred Share of the Company
(the "Preferred Shares") at a purchase price of $70.00 per Unit, subject to
adjustment (the "Purchase Price").
Initially, the Rights will be attached to all Common Share certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Shares and the
"Distribution Date" will occur upon the earlier of (a) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding Common Shares
or (b) 10 business days following the commencement of a tender offer or exchange
offer that would if consummated result in a person or group beneficially owning
15% or more of the outstanding Common Shares.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 1, 2008, unless earlier redeemed by
the Company as described below.
After the Distribution Date, the separate Rights Certificates alone
will represent the Rights. Except for certain issuances in connection with
outstanding options and convertible securities and as otherwise determined by
the Board of Directors, only Common Shares issued prior to the Distribution Date
will be issued with Rights.
If a person becomes the beneficial owner of 15% or more of the Common
Shares ("Flip-In Event"), each holder of a Right will have the right to receive,
upon exercise, Common Shares having a value equal to two times the Purchase
Price of the Right. Moreover, the Rights
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will not be exercisable until the Rights are no longer redeemable as described
below. The Acquiring Person would not be permitted to exercise any Rights and
any Rights held by such person (or certain transferees of such person) will be
null and void and non-transferable.
If, following the Distribution Date, the Company is acquired in certain
specified mergers or other business combinations (i.e., the Company does not
survive or its Common Shares are changed or exchanged), or 50% or more of its
assets or earning power (on a consolidated basis) is sold or transferred in one
transaction or a series of related transactions ("Flip-Over Events"), each Right
becomes a Right to acquire common stock of the other party to the transaction
(or its ultimate parent in certain circumstances) having a value equal to two
times the Purchase Price. As an enforcement mechanism, the Rights Agreement
prohibits the Company from entering into any such transaction unless the other
party agrees to comply with the provisions of the Rights.
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right, at any time prior to a Flip-In Event.
Immediately upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $0.001 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The issuance of the Rights may have certain anti-takeover effects and
possible disadvantages. The Rights will cause substantial dilution to a person
or group who attempts to acquire the Company or a significant Common Share
ownership interest without conditioning the offer on the Rights being redeemed
or a substantial number of Rights being acquired. Accordingly, an Acquiring
Person might decide not to acquire the Company or such an interest, although
individual shareholders may view such an acquisition favorably. In addition, to
the extent that issuance of the Rights discourages takeovers that would result
in a change in the Company's management or Board of Directors, such a change
will be less likely to occur. The Board of Directors believes, however, that the
advantages of discouraging potentially discriminatory and abusive takeover
practices outweigh any potential disadvantages of the Rights. The Rights should
not interfere with any merger or other Business Combination approved by the
Board of Directors. The Rights are designed to protect shareholders against
unsolicited attempts to acquire control of the Company, whether through
accumulation of Common Shares in the open market or partial or two-tier tender
offers, that do not offer a fair price to all shareholders.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There are no provisions in the Articles by which an officer or director
may be indemnified against any liability which he or she may incur in his or her
capacity as such. However, the Company has indemnification provisions in its
Regulations which provide the
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Company will, to the full extent permitted by Ohio law, indemnify all persons
whom it may indemnify under such law.
Reference is made to Section 1701.13(E) of the Ohio Revised Code, which
provides for indemnification of directors and officers in certain circumstances.
The Company provides liability insurance for its directors and officers
for certain losses arising from certain claims and charges, including claims and
charges under the Securities Act of 1933, which may be made against such persons
while acting in their capacities as directors and officers of the Company.
The above discussion of the Articles, Regulations and Section
1701.13(E) of the Ohio Revised Code is not intended to be exhaustive and is
respectively qualified in its entirety by the Articles, Regulations and such
statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits filed as part of this Registration Statement are described
in the Exhibit Index included in this filing.
ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales
of the securities registered hereunder are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(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 the 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 the registration statement;
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<PAGE> 8
provided; however, that the undertakings in clauses
(i) - (ii) hereof will not apply if the information
required to be included in a post-effective amendment
by those clauses is contained in periodic reports
filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in this registration
statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(c) 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.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions of Rule 512(h) of
Regulation S-K, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issues.
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<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Cincinnati and State of Ohio, on the 27th day of
August, 1999.
CONVERGYS CORPORATION
By: /s/ James F. Orr
--------------------
James F. Orr
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 27th day of August, 1999 by the
following persons in the capacities indicated.
Signature
/s/ James F. Orr Principal Executive Officer;
- ------------------------------- President, Chief Executive Officer
James F. Orr and Director
/s/ Steven G. Rolls Principal Financial Officer
- ------------------------------- and Principal Accounting Officer;
Steven G. Rolls Chief Financial Officer
* Chairman of the Board
- ------------------------------- and Director
Charles S. Mechem, Jr.
* Director
- -------------------------------
John F. Barrett
* Director
- -------------------------------
Judith G. Boynton
* Director
- -------------------------------
Gary C. Butler
* Director
- -------------------------------
Roger L. Howe
* Director
- -------------------------------
Steven C. Mason
* Director
- -------------------------------
Brian H. Rowe
* /s/ William D. Baskett III
-----------------------------
William D. Baskett III,
as attorney-in-fact
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<PAGE> 10
EXHIBIT INDEX
Exhibit Description Page
3.1 Amended Articles of Incorporation of the Company are hereby
incorporated by reference to Exhibit 3.1 to Pre-Effective
Amendment No. 2 to the Company's Registration Statement on Form
S-1 (File No. 333-53619) filed on July 17, 1998.
3.2 Regulations of the Company are hereby incorporated by reference
to Exhibit 3.2 to Pre-Effective Amendment No. 2 to the
Company's Registration Statement on Form S-1 (File No.
333-53619) filed on July 17, 1998.
4.1 Convergys Corporation Rights Agreement is hereby incorporated
by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 (File No.
333-69633) filed December 23, 1998.
4.2.1 Convergys Corporation Canadian Employee Share Purchase Plan
4.2.2 Supplement to Convergys Corporation Canadian Employee Share
Purchase Plan
5 Opinion of Frost & Jacobs LLP
23.1 Consent of Frost & Jacobs LLP (contained in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney
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[LOGO] CONVERGYS Exhibit 4.2.1
CANADIAN EMPLOYEE SHARE
PURCHASE PLAN
Q&A
ANSWERS TO COMMONLY
ASKED QUESTIONS
August 1999
This document constitutes part of a prospectus covering
Securities that have been registered under the
Securities Act of 1933.
<PAGE> 2
CANADIAN EMPLOYEE SHARE PURCHASE PLAN
WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Convergys Corporation Canadian Employee Share
Purchase Plan (the "Plan") is to allow eligible employees of Convergys
Corporation ("Convergys") and its subsidiaries to purchase Convergys common
shares through payroll deductions and participate in the potential future growth
and profitability of Convergys.
WHO IS ELIGIBLE TO PARTICIPATE?
Generally, all Canadian resident employees of Convergys and its
subsidiaries who have reached the age of majority for the province in which they
reside are eligible to participate
WHO ADMINISTERS THE PLAN?
Merrill Lynch Canada, Inc. ("Merrill Lynch") administers the Plan for
participants, keeps records, sends account statements to you, and performs other
administrative duties related to the Plan.
HOW DOES THE PLAN WORK?
You decide on the percentage of pay you would like to invest each pay
period, from a minimum of 1% to a maximum of 20%. Your employer regularly
deducts those funds from your paycheque. That amount is combined with all the
dollars deducted from the cheques of other employees who participate in the Plan
- -- plus the 5% matching contributions from the participating employers. These
funds are then used to buy shares of Convergys on a monthly basis.
When you enroll in the Plan, you authorize Merrill Lynch to open and
maintain an individual ESPP account for you, which is subject to the terms and
conditions shown on your account application form. Convergys shares will be
purchased for you and credited to your account on a monthly basis. This account
is under your control, and there are no restrictions on the retention or sale of
shares once they are credited to your account.
If you subsequently sell shares, you pay any fees for the sale.
WHAT ARE THE ADVANTAGES OF THE PLAN?
Purchasing shares of Convergys through this Plan ensures that 100% of
your money goes to work for you, because you pay no commissions or fees.
You'll find that the Plan is convenient and encourages regular
investment. Setting aside a specific amount of money every pay period is one of
the easiest ways to build your portfolio.
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<PAGE> 3
You save regularly, because you pay yourself first. Simply choose the percent of
pay you want to invest, and the rest is automatic.
The Plan also offers an affordable way to invest. Your employer will
participate with you in share purchases by contributing 5% of your investment
pay election. You don't commit to buy a specific number of shares each pay
period. Just select the percentage of your pay that you want to invest.
Though no investment programme is free of risk, this Plan can help
cushion you from market fluctuations through a long-term investment technique
known as dollar-cost averaging. By placing a fixed sum regularly in the same
investment, you buy more shares when the price falls and fewer shares when the
price rises. Over time, your average cost per share generally is less than if
you bought a fixed number of shares each time. However, dollar cost averaging
does not protect your investment in a falling stock market, and its does not
guarantee that your investment will be profitable.
Finally, you always have easy access to your account. You may sell all
or any part of your Convergys shares quickly and conveniently by calling a
special toll-free telephone number.
HOW ARE SHARES PURCHASED?
Shares for the Plan will be purchased through market transactions.
These include transactions on securities exchanges where Convergys common shares
are traded, transactions in over-the-counter markets, and negotiated
transactions -- as well as transactions with Convergys-sponsored employee
benefit trusts.
WHAT WILL BE THE PRICE OF SHARES PURCHASED FOR THE PLAN?
The price of shares purchased in market transactions will be the
average price paid by Merrill Lynch or other independent agent.
HOW OFTEN WILL SHARES BE PURCHASED UNDER THE PLAN?
Merrill Lynch or another independent purchasing agent will be obligated
to invest promptly. For payroll deduction funds and your employer's 5%
contributions, this will occur on or about the 15th of each month. For dividends
(see "Will I receive the benefits of dividend reinvestment?"), it will occur on
or about the dividend payment date.
HOW MANY SHARES CAN I PURCHASE THROUGH THE PLAN?
Merrill Lynch will credit your account every month with as many whole
and fractional Convergys shares as your deductions plus your employer's
contributions will permit. So if your payroll deductions are $100 each month,
your employer's contribution is $5.00, and Convergys shares cost $19.50 a share,
you will purchase 5.3846 shares that month.
2
<PAGE> 4
WILL CERTIFICATES BE ISSUED FOR CONVERGYS SHARES PURCHASES?
Convergys shares purchased under the Plan will be registered in the
name of Merrill Lynch (or its nominee) as agent, and certificates will not be
issued to you unless you ask.
Certificates for any number of whole shares credited to your account
will be issued upon your request. This request should be directed to Merrill
Lynch. Any remaining whole shares and fraction of a share will continue to be
credited to your account. Shares credited to your account may not be pledged. If
you wish to pledge these shares, you must request that certificates for such
shares be issued in your name. Certificates for fractions of shares will not be
issued.
WILL I RECEIVE THE BENEFITS OF DIVIDEND REINVESTMENT?
Although Convergys does not anticipate paying cash dividends, your
account would be credited with any dividends paid on the Convergys shares
credited to your account, and those dividends would be automatically reinvested
in additional Convergys shares. Your employer would pay all transaction fees,
but would not make a 5% matching contribution for dividend payments.
If you elect to hold share certificates in your own name, any dividends
would be paid directly to you by the transfer agent and would not be reinvested.
CAN I BUY ADDITIONAL CONVERGYS SHARES THROUGH THE PLAN?
No. Not at this time.
HOW DO I CHANGE THE AMOUNT OF MY PAYROLL DEDUCTION?
By completing a new enrollment form, you can increase or decrease
deductions -- or discontinue deductions entirely. Requests for change will take
effect as soon as possible.
If you terminate your deductions, Merrill Lynch will continue to hold
your account unless you elect to close it. If you request your account be
closed, if you leave Convergys, or if Convergys discontinues the use of its
payroll deduction facilities for the purposes of the plan according to your
instructions Merrill Lynch will either:
1. Sell your holdings and mail you a cheque for the proceeds.
2. Deliver a stock certificate for your full shares along with a
cheque for the value of the fractional shares held, or
3. Transfer your shares (and any cash in lieu of fractional
shares).
You pay all transaction fees.
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<PAGE> 5
WHAT TRANSACTION RECORDS WILL I RECEIVE?
Shortly after the end of every month where activity occurs (or
quarterly where no activity occurs) you will receive a summary investment
statement from Merrill Lynch showing:
1. Weighted average cost of the accumulated holdings in your
account at the end of the current statement period.
2. All account activity for the previous period, including whole
and fractional shares and the price of each purchase, sale, or
dividend.
For your added convenience, a year-end recap of all account activity is
provided.
- --------------------------------------------------------------------------------
ALL STATEMENTS MAILED TO YOU BY MERRILL LYNCH SHOULD BE RETAINED
IN A SAFE PLACE.
- --------------------------------------------------------------------------------
HOW DO I BENEFIT FROM HAVING MERRILL LYNCH HOLD MY SHARES?
- - Merrill Lynch calculates all transaction activity and prepares periodic
statements for you. Since Merrill Lynch retains your share certificates,
you avoid the cost or effort of storing certificates or replacing missing
certificates.
- - Any dividends are automatically reinvested.
- - You enjoy the convenience of selling your shares without having to
retrieve your share certificates.
- - You can transfer any securities certificates into your Merrill Lynch
account at no cost; there may be a small fee for removing certificates from
your account.
SHOULD I KEEP MY STATEMENTS?
Yes. It is important for you to keep your ESPP statements. For tax
purposes, you must know the price you paid and the price for which you sold your
shares. These statements are your records of purchase or sale prices of your
shares. Your employer will not have this information.
You should consult an attorney or tax advisor regarding the tax effects
of your participation in the Plan.
WHAT ARE THE CANADIAN INCOME TAX CONSEQUENCES, UNDER PRESENT LAW, FOR PLAN
PARTICIPANTS?
The following is a summary of the Canadian income tax consequences of
participation in the Plan by an employee resident in Canada (for the purpose of
the Income Tax Act (Canada) (the "Act") and the Canada/U.S. Tax Convention (the
"Treaty")) based on the Act, proposals to
4
<PAGE> 6
amend the Act publicly announced by January 1, 1999, and Revenue Canada's
publicly announced administrative practice. The Canadian income tax consequences
are as follows:
1. The 5% employer contribution and the amount deducted from your
wage or salary to purchase shares are included in your taxable
income in the year that the shares are purchased on your
behalf;
2. You will have to include in your income any dividends paid on
your shares even if those dividends are reinvested in other
shares. The dividends on your shares will be subject to the
reduced rate of U.S. withholding tax of 15% as a consequence
of the Treaty. The U.S. withholding tax can be claimed as a
credit against your Canadian income tax calculated in
accordance with the rules in the Act and the Treaty;
3. The cost of your shares will be equal to the purchase price of
those shares (i.e., the sum of the 5% employer contribution
and the amount withheld from your wage or salary to purchase
those shares);
4. The cost of your shares that are purchased with any dividends
will be equal to the amount of those dividends;
5. You will realize a capital gain or loss if you sell your
shares, whether you terminate participation in the Plan or
after you receive the shares, including cash adjustments for a
fraction of a share. Subject to the comments on the
calculation of a foreign exchange gain or loss, the capital
gain or loss would be the difference between what you receive
for the shares (or a fraction of a share) in Canadian dollars
less the cost of selling the share or a fraction thereof (e.g.
commissions) and the cost of those shares in Canadian dollars.
Only 75% of a capital gain (a "taxable capital gain") must be
included in your income. 75% of capital losses (an "allowable
capital loss") can be deducted against taxable capital gains
in the year that those allowable capital losses are incurred
and in the three immediately preceding years. Allowable
capital losses that cannot be deducted in the year or in the
three immediately preceding years can be carried forward
indefinitely as a deduction against taxable capital gains.
A foreign exchange gain (or loss) may also arise on the sale
of your shares and will be calculated separately from the
capital gain (or loss) on the sale of your shares. The first
$200.00 of that foreign exchange gain (or loss) is excluded
from calculating total capital gains and losses for the year.
The foregoing commentary is not intended to cover all tax aspects of
your participation in the Plan (or to be an exhaustive description of the tax
aspects described under this heading). The tax consequences outlined above are
subject to change by legislation, administrative action, and judicial decisions,
and do not deal with variations of provincial taxation. You should consult a
lawyer or tax advisor regarding the tax effects of your participation in the
Plan.
5
<PAGE> 7
HOW WILL MY SHARES BE VOTED?
Any Convergys shares held for you in the Plan will be voted as you
direct. You will receive a single proxy covering all Convergys shares credited
to your account under the Plan.
MAY THE PLAN BE CHANGED OR DISCONTINUED?
Convergys reserves the right to suspend, modify, or terminate the Plan
at any time. All participants will receive notice of any such suspension,
modification, or termination.
WHAT PROTECTION DOES MERRILL LYNCH PROVIDE?
Customers' accounts are protected by the Canadian Investor Protection
Fund within specified limits. A brochure describing the nature and limits of
coverage is available upon request.
HOW DO I CONTACT MERRILL LYNCH FOR ACCOUNT INFORMATION?
Call the special toll-free telephone number: (888) 397-1111.
CAN I ACCESS MY ACCOUNT ELECTRONICALLY?
No. Not presently in Canada.
WHAT SERVICES ARE AVAILABLE THROUGH THE TOLL-FREE NUMBER?
Using a touch-tone telephone, you can conveniently obtain your account
balance, receive company stock price quotes, or execute sales orders.
To place a sell order or to obtain additional information, you can talk
directly with a Merrill Lynch customer service representative Mondays through
Fridays from 8:30 a.m. to 5:00 p.m., Eastern Standard Time, via the toll free
number - (888) 397-1111.
6
<PAGE> 1
Exhibit 4.2.2
Supplement to
CONVERGYS CORPORATION
CANADIAN EMPLOYEE SHARE PURCHASE PLAN
CONVERGYS CORPORATION
201 East Fourth Street
Cincinnati, OH 45202
----------------------
70,000 Common Shares
(without par value)
Issuable Under
CONVERGYS CORPORATION
CANADIAN EMPLOYEE SHARE PURCHASE PLAN
These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission
passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
--------------------------------------------------------------
This document constitutes part of a prospectus covering
securities that have been registered under the Securities Act
of 1933.
The date of this Supplement is August 23, 1999.
================================================================================
Canadian Employee Share Purchase Plan
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION.............................................................................................1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................................................................1
PLAN ADMINISTRATION...............................................................................................2
EMPLOYEE RETIREMENT INCOME SECURITY ACT; INTERNAL REVENUE CODE....................................................2
DESCRIPTION OF CAPITAL STOCK......................................................................................2
CHANGE IN CONTROL.................................................................................................3
INDEMNIFICATION OF DIRECTORS AND OFFICERS.........................................................................6
</TABLE>
================================================================================
Canadian Employee Share Purchase Plan
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THE PROSPECTUS OF WHICH THIS IS A PART IN
CONNECTION WITH THE OFFER CONTAINED IN THE PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY CONVERGYS CORPORATION.
AVAILABLE INFORMATION
Convergys Corporation (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). Such
reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities of the SEC, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the
following SEC Regional Offices: Seven World Trade Center, Suite 1300, New York,
NY 10048, and Citicorp Center, 500 West Madison, Suite 1400, Chicago, IL 60611.
Such material can also be inspected at the New York Stock Exchange. Copies can
be obtained from the SEC by mail at prescribed rates. Requests should be
directed to the SEC's Public Reference Section, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. The SEC maintains a web site at
http://www.sec.gov containing reports, proxy statements and other information
regarding registrants that file electronically with the SEC, including the
Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the SEC and
are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1998.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999 and June 30, 1999.
3. The Company's Current Report on Form 8-K filed on January 15, 1999.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 subsequent
to the date of the Prospectus of which this is a part and prior to the
termination of the offering shall be deemed to be incorporated by reference in
the Prospectus of which this is a part and to be part thereof from the date of
the filing of such documents.
Any statement contained herein or in a document or in information
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Prospectus of which this is a part
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by
================================================================================
Canadian Employee Share Purchase Plan 1
<PAGE> 4
reference herein or in any prospectus supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Prospectus of
which this is a part.
THE COMPANY WILL PROVIDE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST,
TO EACH PERSON TO WHOM A COPY OF THIS SUPPLEMENT IS DELIVERED, A COPY OF ANY OR
ALL OF THE DOCUMENTS INCORPORATED BY REFERENCE, HEREIN, NOT INCLUDING THE
EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE
SECRETARY, CONVERGYS CORPORATION, 201 EAST FOURTH STREET, CINCINNATI, OHIO
45202, TELEPHONE NUMBER (513) 723-7000.
PLAN ADMINISTRATION
The Company has contracted with Merrill Lynch Canada Inc. ("Merrill
Lynch") to administer the Convergys Corporation Canadian Employee Share Purchase
Plan (the "Plan"). Either party may elect to terminate the relationship at the
end of any contract year upon 45 days' written notice to the other party.
EMPLOYEE RETIREMENT INCOME SECURITY ACT; INTERNAL REVENUE CODE
The Plan is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974. The Plan is not qualified under Section
401(a) of the Internal Revenue Code of 1986.
DESCRIPTION OF CAPITAL STOCK.
The following is a summary description of the capital stock of the
Company, does not purport to be complete and is subject to, and is qualified in
its entirety by, the Company's Amended Articles of Incorporation (the
"Articles") as filed with the Securities and Exchange Commission on July 17,
1998 as Exhibit 3.1 to Pre-Effective Amendment No. 2 to the Company's
Registration Statement on Form S-1 (File No. 333-53619).
The Company's authorized capital stock consists of 500,000,000 Common
Shares, without par value, and 5,000,000 preferred shares, without par value
(the "Preferred Shares"), of which 4,000,000 are voting preferred shares (the
"Voting Preferred Shares"). At July 30, 1999, 152,597,721 Common Shares and no
Preferred Shares were outstanding.
All Common Shares of the Company are entitled to participate equally in
such dividends as may be declared by the Board of Directors of the Company and
upon liquidation of the Company, subject to the prior rights of any Preferred
Shares. All Common Shares are fully paid and nonassessable.
Each shareholder has one vote for each Common Share registered in the
shareholder's name. The Board of Directors is divided into three classes as
nearly equal in size as the total
================================================================================
Canadian Employee Share Purchase Plan 2
<PAGE> 5
number of directors constituting the Board permits. The number of directors may
be fixed or changed from time to time by the shareholders or the directors.
The Board of Directors is authorized to issue the Preferred Shares from
time to time in series and to fix the dividend rate and dividend dates,
liquidation price, redemption rights and redemption prices, sinking fund
requirements, conversion rights, covenants, and certain other rights,
preferences and limitations. Each series of Preferred Shares would rank, with
respect to dividends and redemption and liquidation rights, senior to the Common
Shares. It is not possible to state the actual effect of the authorization of
any series of Preferred Shares upon the rights of the holders of the Common
Shares until the Board of Directors determines the rights of the holders of one
or more series of Preferred Shares. However, such effects could include (a)
restrictions on dividends on the Common Shares, (b) dilution of the voting power
of the Common Shares to the extent that the voting Preferred Shares have voting
rights or (c) inability of the Common Shares to share in the Company's assets
upon liquidation until satisfaction of any liquidation preference granted to the
Preferred Shares.
No holders of shares of any class of the Company's capital stock have
pre-emptive rights or the right to exercise cumulative voting in the election of
directors.
The transfer agent and registrar of the Common Shares is The Fifth
Third Bank, Corporate Trust Services, 38 Fountain Square Plaza, Cincinnati, Ohio
45202.
CHANGE IN CONTROL
The following provisions of the Company's Articles and Ohio law might
have the effect of delaying, deferring or preventing a change in control of the
Company and would operate only with respect to an extraordinary corporate
transaction, such as a merger, reorganization, tender offer, sale or transfer of
assets or liquidation involving the Company and certain persons described below.
Ohio law provides that the approval of two-thirds of the voting power
of a corporation is required to effect mergers and similar transactions, to
adopt amendments to the articles of incorporation of a corporation, and to take
certain other significant actions. Although under Ohio law the articles of
incorporation of a corporation may permit such actions to be taken by a vote
that is less than two-thirds (but not less than a majority), the Company's
Articles do not contain such a provision. The two-thirds voting requirement
tends to make approval of such matters, including further amendments to the
Articles, relatively difficult and a vote of the holders of in excess of
one-third of the outstanding Common Shares of the Company would be sufficient to
prevent implementation of any of the corporate actions mentioned above. In
addition, Article Fifth classifies the Board of Directors into three classes of
directors with staggered terms of office and provides certain limitations on the
removal from and filling of vacancies in the office of director.
Article Sixth of the Articles requires that certain minimum price
requirements and procedural safeguards be observed by a person or entity after
he or it becomes the holder of 10%
================================================================================
Canadian Employee Share Purchase Plan 3
<PAGE> 6
or more of the voting shares of the Company if such person or entity seeks to
effect mergers or certain other business combinations ("Business Combinations")
that could fundamentally change or eliminate the interests of the remaining
shareholders. If such requirements and procedures are not complied with, or if
the proposed Business Combination is not approved by at least a majority of the
members of the Board of Directors who are unaffiliated with the new controlling
person or entity (taking into account certain quorum requirements), the proposed
Business Combination must be approved by the holders of 80% of the outstanding
Common Shares and outstanding voting Preferred Shares of the Company
(collectively, "Voting Shares"), voting together as a class, notwithstanding any
other class vote required by law or by the Articles. In the event the price
criteria and procedural requirements are met or the requisite approval by such
unaffiliated directors (taking into account certain special quorum requirements)
is given with respect to a particular Business Combination, the normal voting
requirements of Ohio law would apply.
In addition, Article Sixth of the Articles provides that the
affirmative vote of the holders of 80% of the Voting Shares, voting as a single
class, shall be required to amend or repeal, or adopt any provisions
inconsistent with, Article Sixth. An 80% vote is not required to amend or
repeal, or adopt a provision inconsistent with, Article Sixth if the Board of
Directors has recommended such amendment or other change and if, as of the
record date for the determination of shareholders entitled to vote thereon, no
person is known by the Board of Directors to be the beneficial owner of 10% or
more of the Voting Shares, in which event the affirmative vote of the holders of
two-thirds of the Voting Shares, voting as a single class, shall be required to
amend or repeal, or adopt a provision inconsistent with, Article Sixth.
Ohio, the state of the Company's incorporation, has enacted O.R.C.
Section 1701.831, the so-called "control share acquisition" statute, and Chapter
1704, a "merger moratorium" statute. The "control share acquisition" statute
specifies that, unless a corporation's articles of incorporation or regulations
otherwise provide, any person acquiring shares of an "issuing public
corporation" (which definition the Company meets) in any of the following three
ownership ranges must seek and obtain shareholder approval of the acquisition
transaction that first puts such ownership within each such range: (a) more than
20% but less than 33-1/3%; (b) 33-1/3% but not more than 50%; and (c) more than
50%.
The "merger moratorium" statute provides that, unless a corporation's
articles of incorporation or regulations otherwise provide, an "issuing public
corporation" (which definition the Company meets) may not engage in a "Chapter
1704 transaction" for three years following the date on which a person acquires
more than 10% of the voting power in the election of directors of the issuing
public corporation, unless the "Chapter 1704 transaction" is approved by the
corporation's board of directors prior to such voting power acquisition. A
person who acquires such voting power is an "interested shareholder," and
"Chapter 1704 transactions" involve a broad range of transactions, including
mergers, consolidations, combinations, liquidations, recapitalizations and other
transactions between an "issuing public corporation" and an "interested
shareholder," if such transactions involve 5% of the assets or shares of the
"issuing public corporation" or 10% of its earning power. After the initial
three-year moratorium,
================================================================================
Canadian Employee Share Purchase Plan 4
<PAGE> 7
Chapter 1704 prohibits such transactions absent approval by disinterested
shareholders or the transaction meeting certain statutorily-defined fair price
provisions
Ohio also enacted a so-called "greenmailer disgorgement" statute which
provides that a person who announces a control bid must disgorge profits
realized by that person upon the sale of any equity securities within 18 months
of the announcement. This statute also is untested in the courts.
On November 19, 1998, the Board of Directors of the Company declared a
dividend distribution of one right ("Right") on each of the Company's
outstanding Common Shares to holders of record of the Common Shares at the close
of business on December 1, 1998 (the "Record Date"). One Right also will be
distributed for each Common Share issued after December 1, 1998, until the
Distribution Date (which is described in the next paragraph). Each Right
entitles the registered holder to purchase from the Company a unit ("Unit")
consisting of one one-hundredth of a Series A Preferred Share of the Company
(the "Preferred Shares") at a purchase price of $70.00 per Unit, subject to
adjustment (the "Purchase Price").
Initially, the Rights will be attached to all Common Share certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Shares and the
"Distribution Date" will occur upon the earlier of (a) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding Common Shares
or (b) 10 business days following the commencement of a tender offer that would
if consummated result in a person or group beneficially owning 15% or more of
the outstanding Common Shares.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 1, 2008, unless earlier redeemed by
the Company as described below.
After the Distribution Date, the separate Rights Certificates alone
will represent the Rights. Except for certain issuances in connection with
outstanding options and convertible securities and as otherwise determined by
the Board of Directors, only Common Shares issued prior to the Distribution Date
will be issued with Rights.
If a person becomes the beneficial owner of 15% or more of the Common
Shares ("Flip-In Event"), each holder of a Right will have the right to receive,
upon exercise, Common Shares having a value equal to two times the Purchase
Price of the Right. Moreover, the Rights will not be exercisable until the
Rights are no longer redeemable as described below. The Acquiring Person would
not be permitted to exercise any Rights and any Rights held by such person (or
certain transferees of such person) will be null and void and non-transferable.
If, following the Distribution Date, the Company is acquired in certain
specified mergers or other business combinations (i.e., the Company does not
survive or its Common Shares are changed or exchanged), or 50% or more of its
assets or earning power (on a consolidated basis) is sold or transferred in one
transaction or a series of related transactions ("Flip-Over Events"),
================================================================================
Canadian Employee Share Purchase Plan 5
<PAGE> 8
each Right becomes a Right to acquire common stock of the other party to the
transaction (or its ultimate parent in certain circumstances) having a value
equal to two times the Purchase Price. As an enforcement mechanism, the Rights
Agreement prohibits the Company from entering into any such transaction unless
the other party agrees to comply with the provisions of the Rights.
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right, at any time prior to a Flip-In Event.
Immediately upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $0.001 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The issuance of the Rights may have certain anti-takeover effects and
possible disadvantages. The Rights will cause substantial dilution to a person
or group who attempts to acquire the Company or a significant Common Share
ownership interest without conditioning the offer on the Rights being redeemed
or a substantial number of Rights being acquired. Accordingly, an Acquiring
Person might decide not to acquire the Company or such an interest, although
individual shareholders may view such an acquisition favorably. In addition, to
the extent that issuance of the Rights discourages takeovers that would result
in a change in the Company's management or Board of Directors, such a change
will be less likely to occur. The Board of Directors believes, however, that the
advantages of discouraging potentially discriminatory and abusive takeover
practices outweigh any potential disadvantages of the Rights. The Rights should
not interfere with any merger or other Business Combination approved by the
Board of Directors. The Rights are designed to protect shareholders against
unsolicited attempts to acquire control of the Company, whether through
accumulation of the Common Shares in the open market or partial or two-tier
tender offers, that do not offer a fair price to all shareholders.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
There is no provision in the Company's Articles by which an officer or
director of the Company may be indemnified against any liability which he may
incur in his capacity as such. However, the Company has indemnification
provisions in its Amended Regulations which provide that the Company will, to
the full extent permitted by Ohio law, indemnify all persons whom it may
indemnify pursuant thereto. The Ohio law permits the Company to indemnify any
current or former director, officer, agent or employee, or any person who is
serving or has served at the Company's request as a director, trustee, officer,
agent or employee of another corporation, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with the defense of any pending, threatened or
completed action, criminal or civil, to which he is or is threatened to be made
a party by reason of being or having been such director, trustee, officer, agent
or employee, provided that he is determined to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company or such other corporation and that in any matter which is the
subject of criminal action he had no reasonable cause to
================================================================================
Canadian Employee Share Purchase Plan 6
<PAGE> 9
believe that his conduct was unlawful. The same standards apply in an action or
suit by or in the right of the Company or such other corporation, except that no
indemnification is available if such person is adjudged to be liable for
negligence or misconduct in the performance of his duty to the Company or such
other corporation unless and to the extent that a court determines that in view
of all the circumstances he is fairly and reasonably entitled to indemnity for
his expenses as the court deems proper; however, the Company cannot indemnify a
director with respect to any action or suit where the only liability asserted
against the director is pursuant to O.R.C. Section 1701.95, which imposes
liability upon directors who vote for or assent to, among other things, improper
dividends, redemptions, distributions or loans. Unless otherwise ordered by a
court, a determination of whether such indemnification is proper in the
circumstances shall be made according to applicable standards of conduct by a
majority vote of a quorum of disinterested directors of the Company acting
without those who seek indemnification, or if such a quorum is not available or
if such a majority vote so directs, in a written opinion by independent counsel,
by the shareholders, by the court of common pleas or by the court in which the
proceedings are brought. Depending on the person involved, the circumstances and
the type of undertaking to be received from the person to be indemnified, the
Company either must or may pay the expenses of an action, including attorneys'
fees, incurred by such person in advance of final disposition of such action.
Indemnification under the above provisions by the Company may continue as to any
person who has ceased to be a director, trustee, officer, agent or employee and
may inure to the benefit of his heirs, executors and administrators. The Company
may purchase and maintain insurance or furnish similar protection on behalf of
or for any person (qualified to be indemnified) against any liability asserted
against him, and incurred by him in or arising out of his indemnifiable status,
whether or not the Company would have the power to indemnify him against such
liability.
The Company provides liability insurance for its directors and officers
for certain losses arising from certain claims and charges, including claims and
charges under the Securities Act of 1933 (the "1933 Act"), which may be made
against such persons while acting in their capacities as directors and officers
of the Company. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions referred to herein, or otherwise, the Company
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable.
================================================================================
Canadian Employee Share Purchase Plan 7
<PAGE> 1
Exhibit 5
August 26, 1999
Convergys Corporation
201 East Fourth Street
Cincinnati, Ohio 45202
Re: Convergys Corporation Form S-8 Registration Statement
Convergys Corporation Canadian Employee Share Purchase Plan
Gentlemen:
We are counsel for Convergys Corporation, an Ohio corporation (the
"Company"), which is named as the registrant in the Registration Statement on
Form S-8 that is being filed on or about August 26, 1999 with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended (the "Act") 70,000 common shares, without par
value (the "Common Shares"), of the Company offered pursuant to the Convergys
Corporation Canadian Employee Share Purchase Plan (the "Plan").
As counsel for the Company, we have participated in the preparation of the
Registration Statement. In addition, we are generally familiar with the records
and proceedings of the Company. Furthermore, we have examined and relied on the
originals or copies, certified or otherwise identified to our satisfaction, of
corporate records or documents of the Company and such representations of
officers of the Company as we have deemed appropriate.
With respect to the Common Shares registered pursuant to such Registration
Statement as filed and as it may be amended, it is our opinion that the Common
Shares, when issued pursuant to the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the Commission.
Very truly yours,
/s/ Frost & Jacobs LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 18, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders
of Convergys Corporation, which is incorporated by reference in Convergys
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the incorporation by reference of our report dated February
18, 1999 relating to the financial statement schedule, which appears in such
Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Cincinnati, Ohio
August 26, 1999
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (hereinafter referred
to as the "Company"), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as
amended, and the Rules and Regulations thereunder, a Registration Statement on
Form S-8 for the Convergys Corporation Canadian Employee Share Purchase Plan;
and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James F.
Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such report on Form S-8, and
thereafter to execute and file any amendments or supplements thereto, hereby
giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd day
of June, 1999.
/s/ CHARLES S. MECHEM, JR.
------------------------------
Charles S. Mechem, Jr.
Director
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (hereinafter referred
to as the "Company"), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as
amended, and the Rules and Regulations thereunder, a Registration Statement on
Form S-8 for the Convergys Corporation Canadian Employee Share Purchase Plan;
and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James F.
Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such report on Form S-8, and
thereafter to execute and file any amendments or supplements thereto, hereby
giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd day
of June, 1999.
/s/ JOHN F. BARRETT
------------------------------
John F. Barrett
Director
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (hereinafter referred
to as the "Company"), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as
amended, and the Rules and Regulations thereunder, a Registration Statement on
Form S-8 for the Convergys Corporation Canadian Employee Share Purchase Plan;
and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James F.
Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such report on Form S-8, and
thereafter to execute and file any amendments or supplements thereto, hereby
giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd day
of June, 1999.
/s/ JUDITH. G. BOYNTON
------------------------------
Judith G. Boynton
Director
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (hereinafter referred
to as the "Company"), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as
amended, and the Rules and Regulations thereunder, a Registration Statement on
Form S-8 for the Convergys Corporation Canadian Employee Share Purchase Plan;
and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James F.
Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such report on Form S-8, and
thereafter to execute and file any amendments or supplements thereto, hereby
giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd day
of June, 1999.
/s/ GARY C. BUTLER
------------------------------
Gary C. Butler
Director
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (hereinafter referred
to as the "Company"), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as
amended, and the Rules and Regulations thereunder, a Registration Statement on
Form S-8 for the Convergys Corporation Canadian Employee Share Purchase Plan;
and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James F.
Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such report on Form S-8, and
thereafter to execute and file any amendments or supplements thereto, hereby
giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd day
of June, 1999.
/s/ ROGER L. HOWE
------------------------------
Roger L. Howe
Director
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (hereinafter referred
to as the "Company"), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as
amended, and the Rules and Regulations thereunder, a Registration Statement on
Form S-8 for the Convergys Corporation Canadian Employee Share Purchase Plan;
and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James F.
Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such report on Form S-8, and
thereafter to execute and file any amendments or supplements thereto, hereby
giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd day
of June, 1999.
/s/ STEVEN C. MASON
------------------------------
Steven C. Mason
Director
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (hereinafter referred
to as the "Company"), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as
amended, and the Rules and Regulations thereunder, a Registration Statement on
Form S-8 for the Convergys Corporation Canadian Employee Share Purchase Plan;
and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James F.
Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such report on Form S-8, and
thereafter to execute and file any amendments or supplements thereto, hereby
giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd day
of June, 1999.
/s/ BRIAN H. ROWE
------------------------------
Brian H. Rowe
Director
