-----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, Mk8wErCD2uaeoDe8buYoUFf/ah2uIFj0/NH7VY3FBkIxJJOCoI2hllsAxPJCdqnH 1RZZVQeUODADFjWZke/IqQ== 0001193125-05-235269.txt : 20051202 0001193125-05-235269.hdr.sgml : 20051202 20051201184746 ACCESSION NUMBER: 0001193125-05-235269 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051130 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051202 DATE AS OF CHANGE: 20051201 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: 051238716 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 d8k.htm FORM 8-K Form 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): November 30, 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.

 

CSG Systems International, Inc. (“CSG”) generates a significant portion of its revenues from EchoStar Communications (“EchoStar”) under a multi-year processing agreement. On December 1, 2005, CSG issued a press release announcing that it had signed a new multi-year Master Subscriber Management System Agreement (the “Agreement”) with EchoStar to continue providing customer care and billing support services to EchoStar. A copy of such press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated into this section by reference.

 

The key terms of the Agreement are as follows:

 

    The Agreement is effective November 1, 2005, and runs through the end of December 2008. The previous processing agreement with EchoStar was scheduled to expire in March 2006.

 

    The Agreement provides EchoStar with the option to extend the term of the Agreement for either one or two years beyond the end of December 2008.

 

    The Agreement does not provide CSG with the exclusive right to provide customer care and billing services to EchoStar, which differs from the previous processing agreement with EchoStar.

 

    The Agreement includes certain financial commitments from EchoStar such that if EchoStar terminates the Agreement before expiration for reasons other than cause, the balance of the financial commitments will be due CSG.

 

    The fees for certain processing services provided under the Agreement were reduced on a per unit basis when compared to the previous processing agreement with EchoStar.

 

As noted above, the Agreement provided certain pricing reductions when compared to the previous processing agreement with EchoStar. However, based upon CSG’s expectation of continued growth in the number of Echostar’s customers processed on CSG’s systems, and CSG’s expectation of selling a historically consistent amount of new products and services to EchoStar under the Agreement, CSG expects total revenues generated from EchoStar in 2006 will not differ materially from that of 2005.

 

Although the new pricing under the Agreement was effective November 1, 2005, CSG does not expect the new Agreement to have a material impact to CSG’s overall expected financial performance for the fourth quarter of 2005.

 

This report contains forward-looking statements as defined under the Securities Act of 1933, as amended, that are based on assumptions about a number of important factors and involve risks and uncertainties that could cause actual results to differ materially from what appears in this report. Some of the risks and uncertainties that are foreseen by management are contained in Exhibit 99.01 “Safe Harbor for Forward-Looking Statements Under the Private Securities Litigation Reform Act of 1995--Certain Cautionary Statements and Risk Factors” in CSG’s most recent Form 10-Q for the quarter ended September 30, 2005. Readers are strongly encouraged to review this exhibit closely in conjunction with this report.

 

Item 7.01 Regulation FD Disclosure.

 

On December 1, 2005, CSG Systems International, Inc. issued a press release announcing that it had signed the Agreement with EchoStar. A copy of such press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated into this section by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibit

 

99.1    Press release of CSG Systems International, Inc. dated December 1, 2005.

 

2


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 1, 2005

 

CSG SYSTEMS INTERNATIONAL, INC.
By:  

/s/ Randy Wiese

   

Randy Wiese,

Principal Accounting Officer

 

3


CSG Systems International, Inc.

 

Form 8-K

 

Exhibit Index

 

99.1    Press release of CSG Systems International, Inc. dated December 1, 2005.

 

4

EX-99.1 2 dex991.htm PRESS RELEASE OF CSG SYSTEMS INTERNATIONAL, INC. Press release of CSG Systems International, Inc.

Exhibit 99.1

 

NEWS RELEASE

 

FOR IMMEDIATE RELEASE

 

CSG Systems Enters Into New Multi-Year Contract with EchoStar Communications

 

ENGLEWOOD, Colo. (December 1, 2005) CSG Systems (NASDAQ: CSGS), a leading global provider of customer care and billing solutions, today announced that it has extended its agreement with EchoStar Communications Corp. (NASDAQ: DISH), a leading U.S. provider of advanced digital television services.

 

In the new three-year agreement, CSG will continue to serve as the billing and customer care software solutions provider supporting EchoStar’s 11-plus million video subscribers of DISH Network™ satellite TV service.

 

CSG will provide customer care software and billing support for EchoStar’s customers and for customers of EchoStar’s alliance partners. Under the new agreement, CSG also will continue to provide print and mail services for EchoStar.

 

“We have been working with EchoStar for almost 10 years,” Mike Scott, president of CSG’s Broadband Services Division, said. “And over the years, we have worked extremely hard, day-in, day-out to ensure that we provide the highest quality service and solutions to EchoStar, its customers and its partners. We are pleased that EchoStar has demonstrated its commitment and its appreciation to CSG with this three-year extension.”

 

CSG began providing customer care and billing support to EchoStar in 1996, when the company first launched digital satellite service in the United States. Since that time, CSG has built a comprehensive team to support EchoStar’s day-to-day needs and to assist with ongoing strategic initiatives relating to billing and customer care.

 

“CSG is a trusted and valued partner of EchoStar’s,” said Rob Strickland, senior vice president and chief information officer at EchoStar. “CSG has been instrumental in our ability to continually provide the highest quality service to our customers and has a tremendous understanding of our business. As our business continues to grow and to evolve, we are pleased to count CSG among our strategic partners.”

 

Please see CSG’s most recently filed 8-K for further information regarding the terms of the contract.

 

About EchoStar Communications

 

EchoStar Communications Corporation (NASDAQ: DISH) serves more than 11.71 million satellite TV customers through its DISH Network(TM), and is a leading U.S. provider of advanced digital television services. DISH Network’s services include hundreds of video and audio channels, Interactive TV, HDTV, sports and international programming, together with professional installation and 24-hour customer service. EchoStar has been a leader for 25 years in satellite TV equipment sales and support worldwide. EchoStar is included in the Nasdaq-100 Index (NDX) and is a Fortune 500 company.

 

About CSG Systems International

 

Headquartered in Englewood, Colorado, CSG Systems International (Nasdaq: CSGS) is the leading provider of outsourced billing, customer care and print and mail solutions and services supporting the North American convergent broadband and direct broadcast satellite markets. CSG’s solutions support


‘some of the world’s largest and most innovative providers of bundled multi-channel video, Internet, voice and IP-based services. CSG’s unique combination of solutions, services and expertise ensure that cable and satellite operators can continue to rapidly launch new service offerings, improve operational efficiencies and deliver a high-quality customer experience in a competitive and ever-changing marketplace. For more information, visit our website at www.csgsystems.com

 

For more information contact:     
MEDIA:    INVESTORS:
Elise Brassell    Liz Bauer
CSG Systems International, Inc.    CSG Systems International, Inc.
Corporate Communications    SVP, Corp. Comm & IR
(303) 804-4962    (303) 804-4065

 

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