8-K

UNITED STATES

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): June 7, 2005

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-27512	47-0783182
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7887 East Belleview, Suite 1000, Englewood, CO	80111
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 796-2850

Check the appropriated box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 21, 2004, CSG Systems International, Inc. (“CSG”) announced that Neal Hansen, then Chairman of the Board and Chief Executive Officer, planned to retire on June 30, 2005. In conjunction with Mr. Hansen’s planned retirement, CSG and Mr. Hansen entered into the Fifth Amendment to Employment Agreement with Neal C. Hansen, dated December 20, 2004 (the “Fifth Amendment”). In the Fifth Amendment, Mr. Hansen agreed, among other things, to serve on the Board of Directors for the remainder of his current term which expires at the 2006 annual meeting of stockholders of CSG. On June 7, 2005, CSG and Mr. Hansen entered into the Seventh Amendment to Employment Agreement with Neal C. Hansen, dated June 7, 2005 (the “Seventh Amendment”), to allow Mr. Hansen the choice as to whether he will or will not serve on the Board of Directors for the remainder of his current term.

A copy of the Seventh Amendment to Employment Agreement with Neal C. Hansen, dated June 7, 2005, is attached hereto as Exhibit 10.14G and is hereby incorporated by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) As explained in Item 1.01 above, on June 7, 2005, Mr. Hansen and CSG entered into the Seventh Amendment. The text set forth in Item 1.01 regarding the Seventh Amendment is incorporated into this section by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

10.14G Seventh Amendment to Employment Agreement with Neal C. Hansen, dated June 7, 2005

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: June 13, 2005

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/ Randy Wiese
	Randy Wiese, Principal
	Accounting Officer

CSG Systems International, Inc.

Form 8-K

Exhibit Index

10.14G Seventh Amendment to Employment Agreement with Neal C. Hansen, dated June 7, 2005

EX-10.14(G)

Exhibit 10.14G

SEVENTH AMENDMENT

to

EMPLOYMENT AGREEMENT

among

CSG SYSTEMS INTERNATIONAL, INC.

and

CSG SYSTEMS, INC.

and

NEAL C. HANSEN

This Seventh Amendment to Employment Agreement (the “Amendment”) is made this 7th day of June, 2005, among CSG SYSTEMS INTERNATIONAL, INC. (“CSGS”), a Delaware corporation, CSG SYSTEMS, INC. (“Systems”), a Delaware corporation, and NEAL C. HANSEN (“Hansen”). CSGS and Systems collectively are referred to in this Amendment and the Employment Agreement referred to below as the Companies.

*  *  *

WHEREAS, the Companies and the Executive entered into an Employment Agreement dated November 17, 1998 (the “Employment Agreement”); and

WHEREAS, the Employment Agreement has been amended by First, Second, Third, Fourth, Fifth, and Sixth Amendments to the Employment Agreement dated June 30, 2000, April 29, 2002, August 30, 2002, November 15, 2002, December 20, 2004, and March 8, 2005, respectively; and

WHEREAS, the Companies and the Executive now desire to amend the Fifth Amendment (dated December 20, 2004) to the Employment Agreement by deleting Paragraph 2 of such Fifth Amendment;

NOW, THEREFORE, in consideration of the foregoing recitals and the respective covenants and agreements of the parties contained in this document, the Companies and the Executive agree as follows:

1. Effective immediately, Paragraph 2 of the Fifth Amendment (dated December 20, 2004) to the Employment Agreement hereby is deleted in its entirety from such Fifth Amendment and shall have no further force or effect. The deletion of Paragraph 2 from such Fifth Amendment shall in no way reduce, diminish, or otherwise affect the respective rights and obligations of Hansen and the Companies set forth in the other provisions of such Fifth Amendment, as amended by the Sixth Amendment (dated March 8, 2005) to the Employment Agreement.

2. Upon execution of this Seventh Amendment by the parties, any subsequent reference to the Employment Agreement between the parties shall mean the Employment

Agreement as amended by the Second, Third, Fourth, Fifth, Sixth, and this Seventh Amendment (the First Amendment having been superseded by the Second Amendment). As amended by the Second, Third, Fourth, Fifth, Sixth, and this Seventh Amendment, the Employment Agreement shall continue in full force and effect according to its terms until the Employment Agreement, as so amended, is terminated (except for those obligations referred to in Paragraph 9 of the Fifth Amendment which will survive such termination and continue to be enforceable) pursuant to the Fifth Amendment to the Employment Agreement.

IN WITNESS WHEREOF, each of the parties has executed this Seventh Amendment to Employment Agreement as of the date first above written.

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/ Edward C. Nafus
	Edward C. Nafus, President and Chief
	Executive Officer
CSG SYSTEMS, INC.
By:	/s/ Edward C. Nafus
	Edward C. Nafus, President and Chief
	Executive Officer
/s/ Neal C. Hansen
Neal C. Hansen