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): December 31, 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”) generates a significant portion of its revenues from DISH Network (“DISH”). For the third quarter of 2008, CSG generated approximately 18% of its total revenues from DISH.

On December 31, 2008, CSG and DISH entered into the Seventeenth Amendment (the “Amendment”) to the Master Subscriber Management System Agreement (the “Agreement”) between CSG and DISH. The Amendment extended the term of the Agreement, which is summarized as follows:

• The term of the Agreement was extended for a one-year period beginning on January 1, 2009 and expiring on December 31, 2009. The fees to be paid to CSG by DISH during this period are at the rates specified in the Agreement. The Agreement was scheduled to expire December 31, 2008.

• Upon satisfying certain conditions contained in the Agreement, DISH had an option to extend the term of the Agreement for either one or two years beyond December 31, 2008. As a result of this Amendment, DISH no longer has the unilateral option to extend the Agreement beyond December 31, 2009.

All other terms of the Agreement are unchanged as a result of the Amendment. A copy of the Amendment is included as Exhibit 10.22E to this Form 8-K. A copy of the Agreement was previously filed with the SEC.

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.

On January 5, 2009, CSG issued a press release announcing that it had extended its current contract with DISH. A copy of such press release is attached to this Form 8-K as Exhibit 99.1. Exhibit 99.1 and Item 1.01 of this Form 8-K are incorporated into this section by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.22E	Seventeenth Amendment to Master Subscriber Management System Agreement between CSG Systems, Inc. and DISH Network, L.L.C.
99.1	Press release of CSG Systems International, Inc. dated January 5, 2009

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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: January 5, 2009

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

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CSG Systems International, Inc.

Form 8-K

Exhibit Index

10.22E	Seventeenth Amendment to Master Subscriber Management System Agreement between CSG Systems, Inc. and DISH Network, L.L.C.
99.1	Press release of CSG Systems International, Inc. dated January 5, 2009

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EX-10.22 (E)

Exhibit 10.22E

SEVENTEENTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK, L.L.C.

This Seventeenth Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and DISH Network, L.L.C., formerly known as EchoStar Satellite L.L.C., a Colorado limited liability company (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement (Document #2151185) dated December 1, 2005, as amended (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree to the following as of the Effective Date:

Customer desires and CSG hereby agrees to extend the Term of the Agreement for an Additional one year period beginning on January 1, 2009 and expiring on December 31, 2009 at the rates provided in the Agreement for 2009 in accordance with the Agreement. Pursuant to the foregoing the parties agree to amend the Agreement as provided herein.

1. Delete Section 18 Term in its entirety and replace with the following:

“18. Term. This Agreement shall remain in effect until December 31, 2009 unless earlier terminated pursuant to Section 19. The term of any specific license for the Products and the term for any specific Services to be provided shall be set forth in the Schedules attached hereto and shall be effective from the date set forth therein and continue as provided for therein, unless terminated pursuant to Section 19 of this Agreement.”

IN WITNESS WHEREOF, the parties execute this Amendment on the date last signed below (“Effective Date”).

DISH NETWORK, L.L.C. (“CUSTOMER”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Michael McClaskey	By:	/s/ Robert M. Scott
Name:	Michael McClaskey	Name:	Robert M. Scott
Title:	CIO	Title:	EVP & Chief Operating Officer
Date:	12-31-08	Date:	12-31-08

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

Page 1 of 1 12/24/08

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

CSG SYSTEMS EXTENDS CONTRACT

WITH DISH NETWORK

ENGLEWOOD, Colo. (January 5, 2009) — CSG Systems International, Inc. (NASDAQ: CSGS), a leading provider of customer interaction management and billing solutions, today announced it agreed to a one-year extension of its current contract with DISH Network (“DISH”), one of the largest providers of satellite television in the U.S., through December 31, 2009. CSG’s current agreement with DISH was scheduled to expire December 31, 2008.

The terms of the one-year extension are consistent with the terms of the current contract. Under the extension, CSG will continue to provide its unique combination of solutions, services and expertise to support DISH’s entire nationwide, residential satellite television customer base, and remains committed to being a trusted and valued business partner to DISH in the future.

About CSG Systems

Headquartered in Englewood, Colorado, CSG Systems International, Inc. (NASDAQ: CSGS) is a customer interaction management company that provides software- and services-based solutions that help clients engage and transact with their customers. With a 25-year heritage in providing customer management and billing solutions to North American cable and direct broadcast satellite companies, CSG has broadened its customer interaction management capabilities to proudly serve this client base as well as new, highly competitive industries including financial services, healthcare, utilities and more. Today, CSG’s solutions reach more than half of all U.S. households each month and manage over $36 billion in transactions annually on its clients’ behalf. For more information, visit our website at www.csgsystems.com.

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 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.

For more information, contact:

Investor Relations:

Kathleen Marvin

CSG Systems International

Phone: (303) 804-4941

E-mail: kathleen_marvin@csgsystems.com

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