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): July 10, 2008

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.)

9555 Maroon Circle, Englewood, CO	80112
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 200-2000

Check the appropriate 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”) currently generates a significant portion of its revenues from Comcast Cable Communications Management, LLC (“Comcast”) under a multi-year processing agreement. For the first quarter of 2008, CSG generated approximately 27% of its total revenues from Comcast.

On July 10, 2008, CSG entered into a restated and amended Master Subscriber Management System Agreement (the “Agreement”) with Comcast, which among other things, extends CSG’s contractual relationship with Comcast through December 31, 2012. This constitutes a four-year extension to CSG’s current contract with Comcast, which was previously scheduled to expire December 31, 2008.

The key terms of the Agreement are as follows:

• The terms of the Agreement are effective July 1, 2008, and run through December 31, 2012.

• The expected scope of the products and services to be utilized by Comcast under the new Agreement is consistent with the previous Comcast contract. The Agreement also provides Comcast with the option to expand its utilization of certain CSG products and services not fully deployed in all of the Comcast markets CSG currently serves, or across Comcast’s entire enterprise.

• The fees to be generated under the Agreement will be based on monthly charges for processing and related services per Comcast customer account, and various other ancillary services based on actual usage. The per unit fees are subject to annual inflationary price escalators. The agreement includes various volume-based pricing incentives. In other words, the more Comcast customer accounts processed by CSG, the lower the cost per customer account for the applicable billing period. When compared to the previous contract, CSG did provide a price reduction at several of the higher volume tiers, which in effect, reduces the current fees CSG will be receiving for such services at Comcast’s current customer account levels.

• The Agreement contains certain financial commitments associated with the number of Comcast customer accounts that are to be processed on CSG’s systems, with such commitments decreasing over the life of the Agreement, beginning in 2009. The Agreement provides Comcast with the flexibility to either add or remove customer accounts from CSG’s systems with sufficient written notification to CSG. However, if Comcast chooses to process fewer customer accounts on CSG’s systems than the committed amounts, the monthly fees to be paid by Comcast will be based on the higher number of committed customer accounts for the applicable billing period.

• Consistent with the structure of the previous Comcast contract, the new Agreement contains certain rights and obligations of both parties relating to the following: (i) the termination of the Agreement under certain conditions; (ii) various service level commitments; and (iii) remedies and limitation on liabilities associated with specified breaches of contractual obligations.

A copy of the Agreement, with confidential information redacted, will be filed as an exhibit to CSG’s Form 10-Q for the quarter ended September 30, 2008.

Item 7.01 Regulation FD Disclosure.

The following information is furnished pursuant to Item 7.01 (Regulation FD Disclosure). This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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On July 14, 2008, CSG issued a press release announcing that it had entered into a four-year extension to its contract with Comcast. 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.

(d) Exhibit

99.1 Press release of CSG Systems International, Inc. dated July 14, 2008

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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: July 14, 2008

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

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CSG Systems International, Inc.

Form 8-K

Exhibit Index

99.1 Press release of CSG Systems International, Inc. dated July 14, 2008

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EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

For more information, contact:

Roger Metz, Vice President

(303) 804-4082

E-mail: roger_metz@csgsystems.com

CSG SYSTEMS INTERNATIONAL, INC. EXTENDS CONTRACT WITH

COMCAST THROUGH 2012

ENGLEWOOD, COLO. (July 14, 2008) — CSG Systems International, Inc. (Nasdaq: CSGS), a leading provider of customer interaction management solutions, today announced that it has entered into a restated and amended multi-year Master Subscriber Management System Agreement (the “Agreement”) with Comcast that extends CSG’s current contractual relationship with the nation’s leading provider of entertainment, information and communications products and services through December 31, 2012, which constitutes a four-year extension to CSG’s current contract with Comcast. The expected scope of the customer care and billing products and services to be utilized by Comcast under the new Agreement is consistent with the previous contract.

“We are very pleased to have the opportunity to serve Comcast as a trusted and valued partner well into the future,” said Peter Kalan, Chief Executive Officer of CSG Systems. “We look forward to the opportunity to continue to offer Comcast solutions that effectively manage meaningful customer interactions. Under the new agreement, we can continue to deliver technology, solutions and service to Comcast, while also providing Comcast the flexibility to adjust the scope of the relationship based on market demands and business needs.”

“CSG has provided important services to Comcast in recent years,” said Andy Baer, Comcast Chief Information Officer. “We appreciate the customer-focused approach that CSG brings to Comcast’s business, and look forward to continuing the relationship.”

Additional details regarding the terms of this Agreement are included in CSG’s Form 8-K dated July 14, 2008. A copy of the Agreement (with confidential information redacted) will be filed as an exhibit to CSG’s Form 10-Q for the quarter ended September 30, 2008.

Financial Guidance

As indicated when CSG last provided financial guidance on April 22, 2008, CSG’s 2008 guidance included the expected impact of the Comcast and DISH Network renewal discussions. This Agreement fell within the range of CSG’s previous expectations, and the expectations around the DISH Network renewal are unchanged at this time. Therefore, CSG is reaffirming its previously communicated guidance for 2008.

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Conference Call

CSG will host a conference call on Monday, July 14, 2008, at 10:00 a.m. EDT, to discuss the Agreement in more detail. To reach the conference, dial (303) 275-2170 and ask the operator for the CSG Systems International Inc. conference call, Roger Metz, chairperson.

A replay of the conference call will be available until midnight ET on Monday, July 21, 2008, and can be accessed by dialing (303) 590-3000, passcode 11117321#. In addition, this call will be simulcast and archived on the Internet at www.csgsystems.com (Real Player required).

Additional Information

For additional information about CSG, please visit CSG’s web site at www.csgsystems.com.

About CSG Systems

Headquartered in Englewood, Colorado, CSG is a leading provider of outsourced solutions that facilitate customer interaction management on the behalf of our clients, generating a large percentage of revenues from the North American cable and Direct Broadcast satellite (“DBS”) communications markets. Our solutions also support an increasing number of other industries such as financial services, utilities, telecommunications, and home security. Our solutions manage key customer interactions such as set-up and activation of customer accounts, sales support and marketing, order processing, invoice calculation (i.e., customer billing), production and mailing of monthly customer invoices, management reporting, electronic presentment and payment of invoices, automated and interactive messaging, and deployment and management of the client’s field technicians to the customer’s home. Our unique combination of solutions, services, and expertise ensure that our clients can 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.

About Comcast Corporation

Comcast Corporation (Nasdaq: CMCSA, CMCSK) (http://www.comcast.com) is the nation’s leading provider of entertainment, information and communications products and services. With 24.7 million cable customers, 14.1 million high-speed Internet customers, and 5.2 million voice customers, Comcast is principally involved in the development, management and operation of broadband cable systems and in the delivery of programming content.

Comcast’s content networks and investments include E! Entertainment Television, Style Network, The Golf Channel, VERSUS, G4, PBS KIDS Sprout, TV One, ten Comcast SportsNet networks and Comcast Interactive Media, which develops and operates Comcast’s Internet business. Comcast also has a majority ownership in Comcast-Spectacor, whose major holdings include the Philadelphia Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team and two large multipurpose arenas in Philadelphia.

Forward-Looking Statements

This news release 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 news release. These factors include, but are not limited to: 1) the concentration of approximately two-thirds of CSG’s revenues with four clients; as a result, the loss of business from any one of those clients could potentially have a material adverse impact to CSG’s financial results; 2) continued market acceptance of CSG’s Advanced Convergent Platform (ACP) and related products and services; 3) CSG’s ability to continuously develop and enhance products in a timely, cost-effective, technically advanced and competitive manner; 4) CSG’s dependency on the North American communications industry; as a result, key market factors such as further industry consolidation, new market entrants that may not be clients of CSG, economic conditions, and/or the financial status of CSG clients may affect CSG’s ability to maintain and expand market share; 5) increasing competition in our market from companies of greater size and with broader presence in the communications sector, thus exerting greater influence over client buying decisions; 6) CSG’s ability to

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successfully integrate and manage acquired businesses, technology or assets to achieve the expected strategic, operating and financial goals established for such acquisitions; 7) CSG’s continued ability to protect its intellectual property rights; and 8) CSG’s dependency on a variety of computing environments and communications networks, thus subjecting CSG to the risks of extended interruptions, outages, unauthorized access and corruption of data. This list is not exhaustive and readers are encouraged to review the additional risks and important factors described in CSG’s reports on Forms 10-K and 10-Q and other filings made with the SEC.