-----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, H1ynlyRpSRloXXsA+YAkgLUDjRn/yraUfKvoIA6c5dehkLMnLKyYshO5KjCHp99W YVZ7i13kn9Hm9XEO2a+0+w== 0001005757-01-500026.txt : 20020413 0001005757-01-500026.hdr.sgml : 20020413 ACCESSION NUMBER: 0001005757-01-500026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011222 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 20011231 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27512 FILM NUMBER: 1826401 BUSINESS ADDRESS: STREET 1: 7887 EAST BELLEVIEW AVE STREET 2: SUITE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037962850 MAIL ADDRESS: STREET 1: 7887 E. BELLVIEW AVE. STREET 2: SUITE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111 8-K 1 csg8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2001 CSG SYSTEMS INTERNATIONAL, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-27512 47-0783182 --------- ---------- ------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 7887 East Bellevue Avenue, Suite 1000, Englewood, CO 80111 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 796-2850 Item 5. Other Events and Regulation FD Disclosure. - ------- ------------------------------------------ On December 22, 2001, the registrant issued a press release relating to an agreement to acquire the billing and customer care assets of Lucent Technologies. A copy of such press release is attached to this Form 8-K as Exhibit 99.1. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- (c) Exhibit 99.1 Press release of CSG Systems International, Inc. dated December 22, 2001. Signatures ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 27, 2001 CSG SYSTEMS INTERNATIONAL INC. By: /s/ Joseph T. Ruble ------------------- Joseph T. Ruble, Secretary and General Counsel CSG Systems International, Inc. Form 8-K Exhibit Index 99.1 Press release of CSG Systems International, Inc. dated December 22, 2001. 3 2 EX-99.1 CHARTER 3 csgexhibit.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE For CSG Systems contact: For Lucent Technologies contact: Liz Bauer Bill Price Investor Relations & Corporate Communications 908-582-4820 (office) (303) 804-4065 973-515-5038 (home office) E-mail: liz_bauer@csgsystems.com williamprice@lucent.com OR Carrie Schafer Mary Lou Ambrus Public Relations 908-582-3060 (office) (303) 804-4075 908-707-1147 (home) E-mail: carrie_schafer@csgsystems.com mambrus@lucent.com CSG SYSTEMS INTERNATIONAL, INC. TO ACQUIRE LUCENT TECHNOLOGIES' BILLING AND CUSTOMER CARE ASSETS ENGLEWOOD, COLO. (Dec. 22, 2001) - CSG Systems International, Inc., a leading provider of customer care and billing (CC&B) solutions for converging communications companies (NASDAQ: CSGS), today announced it has reached an agreement to acquire the billing and customer care assets of Lucent Technologies (NYSE: LU) for approximately $300 million in cash. In addition, Lucent and CSG Systems have also entered into a supply agreement to provide Lucent with billing and customer care software for its networking solutions. Lucent's billing and customer care (BCC) business consists primarily of software products and related consulting services acquired by Lucent when it purchased Kenan Systems Corporation in February 1999. The group is the world's leading provider of telecommunications billing software licenses according to industry analyst firm International Data Corporation. "Our billing and customer care group is a leading business, but it is not part of the core networking infrastructure and professional services that Lucent is investing in going forward," said Bill O'Shea, executive vice president, Corporate Strategy and Marketing for Lucent. "As part of CSG Systems, we believe the BCC business will be able to better serve its customers and fortify its position as the leading provider of billing and customer care software solutions. Meanwhile, Lucent will be able to focus its own investments and resources on the solutions our customers are asking from us." "We have consistently told CSG's shareholders about our desire to find an opportunity that matched the key ingredients inherent in the original deal that created CSG Systems," said Neal Hansen, chief executive officer of CSG Systems International, Inc. "Similar to CSG's situation before it spun off from a larger entity, Kenan is a division of a company in which the products and services offered are not part of the parent company's core business going forward. Kenan complements our core offerings in the broadband customer care and billing market and we intend to give this business the attention and focus necessary for its continued success." "CSG's strong business model allowed us to be patient as we sought out an acquisition that met our strategic business and financial objectives," Hansen added. "The CSG business model generates a significant amount of cash and affords us a strong balance sheet. This allows us to combine the leading providers of customer care and billing solutions to the broadband, wireless and wireline telephony industries to create a customer care and billing powerhouse without issuing new stock." The acquisition is subject to customary closing conditions, including governmental approvals, and is expected to close during the first calendar quarter of 2002. Strategic Benefits of the Transaction CSG Systems believes there are several strategic benefits to this transaction: . The addition to CSG's comprehensive product suite of a proven wireless and wireline telephony product, Arbor /BP, as well as seasoned professionals in the telephony industry worldwide to support those initiatives. . An international infrastructure with a global footprint in 22 countries-including Europe, Asia Pacific and Latin America-that can complement and support CSG's current international expansion. . A diversified customer base that adds more than 200 service providers to CSG's customer roster in more than 40 countries and represents all segments of the communications market, including Internet Protocol (IP), wireless, wireline and cable and satellite companies. Kenan counts 25 Tier 1 providers as its customers. . Leverages CSG's world-class software solutions, including customer care, churn management, workforce automation, electronic bill presentment and payment and self-care into Kenan's diverse customer base. . Enhances CSG's existing professional services organization with over 500 professionals. . Provides CSG with established and proven relationships with leading system integrators worldwide. Conference Call Scheduled A conference call with the CSG management team has been scheduled for Monday, December 24 at 11 a.m. EST. You can access the conference call on the company's website at www.csgsystems.com. In addition, the conference call will be posted until January 28, 2002 on the CSG Systems website. About CSG Systems International, Inc. Headquartered in Denver, Colo., CSG Systems International, Inc. (NASDAQ: CSGS) is the parent company of CSG Systems, Inc. CSG's suite of customer care and billing solutions help converging communications leaders in cable television, direct broadcast satellite, online services and telephony deliver unparalleled customer service to over 40 million subscribers in North America. CSG's core customer care and billing solutions empower its clients to address the needs of their customers at every step of the relationship, including processing an order, managing an account, fulfilling new orders in the field, retaining customers and billing. For more information about CSG Systems, Inc. and its products, visit www.csgsystems.com. About Lucent's Billing and Customer Care Business The Lucent billing and customer care business has approximately 1,300 employees and serves more than 200 service provider customers in 40 countries. The group provides software products and services that enable service providers to bill their customers for a wide variety of existing and next-generation services, including mobile, Internet, wireline, cable, satellite, and energy and utilities, all on a single invoice. The software supports all currencies and can be used with any vendor's equipment on any type of network. About Lucent Technologies Lucent Technologies, headquartered in Murray Hill, N.J., USA designs and delivers networks for the world's largest communications service providers. Backed by Bell Labs research and development, Lucent relies on its strengths in mobility, optical, data and voice networking technologies as well as software and services to develop next-generation networks. The company's systems, services and software are designed to help customers quickly deploy and better manage their networks and create new revenue-generating services that help businesses and consumers. For more information on Lucent Technologies, visit its Web site at http://www.lucent.com. -----END PRIVACY-ENHANCED MESSAGE-----