-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HOb9EmPpc9jqgI4GN/eRIyjAwTd0TJ0O+ShZEQLh4YFu6KNuXOYYHwbyskGF/iT+ DWHrVmLduNmfSCxiHmHvdQ== 0000950131-96-004024.txt : 19960819 0000950131-96-004024.hdr.sgml : 19960819 ACCESSION NUMBER: 0000950131-96-004024 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960816 EFFECTIVENESS DATE: 19960904 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSG SYSTEMS INTERNATIONAL INC CENTRAL INDEX KEY: 0001005757 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 470783182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10315 FILM NUMBER: 96616907 BUSINESS ADDRESS: STREET 1: 5251 DTC PARKWAY SUITE 625 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037962850 MAIL ADDRESS: STREET 1: 5251 DTC PARKWAY SUITE 625 CITY: ENGLEWOOD STATE: CO ZIP: 80111 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 16, 1996. Registration No. 333- _______ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CSG SYSTEMS INTERNATIONAL, INC. ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 47-0783182 ----------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5251 DTC Parkway, Englewood, Colorado 80111 ----------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) CSG Systems International, Inc. 1996 Employee Stock Purchase Plan ----------------------------------------------------------------- (Full title of the plan) Neal C. Hansen, Chief Executive Officer CSG Systems International, Inc. 5251 DTC Parkway, Englewood, Colorado 80111 ----------------------------------------------------------------- (Name and address of agent for service) (303) 796-2850 ----------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================
Title of securities Amount to be Proposed Proposed Amount of to be registered registered maximum offering maximum registration fee price per unit(1) aggregate offering price(1) ============================================================================================================= Common Stock, 250,000 shares $24.125 $6,031,250 $2,080 par value $0.01 per share =============================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457. The price is based upon the average of the high and low prices of CSG Systems International, Inc. Common Stock on August 12, 1996, as reported on the National Association of Securities Dealers Automated Quotations system. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Incorporation of Documents by Reference - --------------------------------------- The documents listed in (a) through (c) below are incorporated by reference in this registration statement and all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part thereof from the date of filing of such documents. (a) The registrant's latest annual report filed pursuant to section 13(a) or 15(d) of the Exchange Act, or either: (1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, (the "Act") that contains audited financial statements for the registrant's latest fiscal year for which such statements have been filed, or (2) the registrant's effective registration statement on Form 10 or 20-F filed under the Exchange Act containing audited financial statements for the registrant's latest fiscal year. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above. (c) The description of the class of securities contained in a registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. Indemnification of Directors and Officers - ----------------------------------------- Section 145 of the General Corporation Law of the State of Delaware permits indemnification by a corporation of certain officers, directors, employees and agents. Consistent therewith, the registrant's By-Laws require the registrant, to the maximum extent and in the manner permitted by the Delaware General Corporation Law, to indemnify each of its directors and officers against expenses (including attorneys' fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the registrant. For purposes of this provision, a "director" or "officer" of the registrant includes any person (i) who is or was a director or officer of the registrant, (ii) who is or was serving at the request of the registrant as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation that was a predecessor corporation of the registrant or of another enterprise at the request of such predecessor corporation. The registrant may, to the extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the registrant. For purposes of this provision, an "employee" or "agent" of the registrant (other than a director or officer) includes any person (i) who is or was an employee or agent of the registrant, (ii) who is or was serving at the request of the registrant as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the registrant or of another enterprise at the request of such predecessor corporation. The registrant maintains directors and officers liability insurance for the benefit of its directors and officers. The registrant has entered into separate indemnification agreements with each of its directors and certain executive and other officers pursuant to which the registrant agreed, among other things, and subject to certain limited exceptions: (i) to indemnify them to the fullest extent permitted by law against any claims and expenses incurred in connection therewith arising out of any event or occurrence relating to their status as director, officer, employee, agent, or fiduciary of the Company or of any other entity as to which they served at the request of the registrant or by reason of any action or inaction while serving in such capacity, and (ii) to advance any such expenses no later than five days after demand. Under a registration rights agreement between the registrant and certain of its stockholders, the registrant agreed to indemnify each stockholder selling his or her shares thereunder in connection with any expenses, losses, claims, damages or liabilities arising out of certain acts or omissions of the registrant. Undertakings - ------------ (a) The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. 2. That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on August 16, 1996. CSG SYSTEMS INTERNATIONAL, INC. By: /s/ Neal C. Hansen ------------------- Neal C. Hansen, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY We, the undersigned officers and directors of CSG Systems International, Inc., hereby severally and individually constitute and appoint Neal C. Hansen, George F. Haddix, David I. Brenner and John P. Pogge, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8, and all instruments necessary or advisable in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents and each of them to any and all such amendments and other instruments. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Name Title Date - -------------------------- ------------------------------- --------------- /s/ Neal C. Hansen Chairman of the Board, Chief August 16, 1996 - -------------------------- Executive Officer and Director Neal C. Hansen (Principal Executive Officer) /s/ George F. Haddix President and Director August 16, 1996 - -------------------------- (Principal Executive Officer) George F. Haddix /s/ David I. Brenner Chief Financial Officer August 16, 1996 - -------------------------- (Principal Financial Officer) David I. Brenner /s/ Randy Wiese Controller (Principal August 16, 1996 - -------------------------- Accounting Officer) Randy Wiese /s/ Andrew C. Cooper Director August 16, 1996 - -------------------------- Andrew C. Cooper /s/ Donald R. Dixon Director August 16, 1996 - -------------------------- Donald R. Dixon /s/ Robert J. Loarie Director August 16, 1996 - -------------------------- Robert J. Loarie /s/ Rockwell A. Schnabel Director August 16, 1996 - -------------------------- Rockwell A. Schnabel /s/ Frank V. Sica Director August 16, 1996 - -------------------------- Frank V. Sica
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 5 Opinion of Legal Counsel 23 Consent of Arthur Andersen LLP EX-5 2 EXHIBIT 5 Exhibit 5 BAKER & MCKENZIE Attorneys at Law One Prudential Plaza 130 East Randolph Drive Chicago, Illinois 60601 August 16, 1996 Board of Directors CSG Systems International, Inc. 5251 DTC Parkway Englewood, Colorado 80111 Re: CSG Systems International, Inc. (the "Company") Gentlemen: We have acted as your counsel in connection with the registration, on a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 250,000 shares of the Company's Common Stock, $0.01 par value per share (the "Stock"), to be issued by the Company pursuant to the Company's 1996 Employee Stock Purchase Plan (the "Plan"). We have reviewed the Registration Statement, the charter and by-laws of the Company, corporate proceedings of the Board of Directors relating to the issuance of the shares of Stock, and such other documents, corporate records and questions of laws as we have deemed necessary to the rendering of the opinions expressed below: Based upon the foregoing, we are of the opinion that the 250,000 shares of Stock to be issued by the Company, as described in the Plan, are duly authorized and, when issued and paid for in the manner contemplated in the Plan, will be legally issued, fully paid and non-assessable shares of Common Stock of the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very Truly Yours, Baker & McKenzie EX-23 3 EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 for the CSG Systems International, Inc. 1996 Employee Stock Purchase Plan of our report dated January 23, 1996, covering the audited historical consolidated financial statements of CSG Systems International, Inc. and our report dated December 22, 1995, covering the audited historical consolidated financial statements of Cable Services Group, Inc. included in CSG Systems International, Inc.'s Registration Statement on Form S-1 dated February 28, 1996, and to all references to our Firm included in or made a part of this Registration Statement. Arthur Andersen LLP Omaha, Nebraska, August 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----