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): March 1, 2011
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
John L.M. Hughes
On March 1, 2011, CSG Systems International, Inc. (“CSG”) elected John L.M. Hughes as a new member of CSG’s Board of Directors. The Revised By-Laws of CSG Systems International, Inc. provide for its Board of Directors to be divided into three classes, each class having a three-year term. Mr. Hughes is a member of the Class II directors, with a term of office to continue until the annual meeting of stockholders of CSG to be held in 2011. Mr. Hughes will also serve on the nominating & corporate governance and compensation committees.
In conjunction with Mr. Hughes’ election, the CSG Board of Directors approved a form of Indemnification Agreement between CSG and Mr. Hughes, effective March 1, 2011. Under the indemnification agreement, CSG would indemnify Mr. Hughes to the fullest extent permitted by law against all expenses incurred if he were to become party to civil, criminal, administrative, investigative or other actions related to his services as a director of CSG. A copy of CSG’s standard indemnification agreement has been previously filed with the SEC.
Mr. Hughes does not have any family relationships with any executive officer or director of CSG or its affiliates. He is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
A copy of CSG’s press release announcing Mr. Hughes’ election, dated March 7, 2011, is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
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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: March 7, 2011
| CSG SYSTEMS INTERNATIONAL, INC. | ||
| By: | /s/ Randy R. Wiese | |
| Randy R. Wiese, | ||
| Chief Financial Officer and | ||
| 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 March 7, 2011 |
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Exhibit 99.1
| NEWS RELEASE |
CSG Systems Appoints John L. M. Hughes to Board of Directors
ENGLEWOOD, Colo. (March 7, 2011) — CSG Systems International, Inc. (NASDAQ:CSGS), a leading provider of customer interaction management and billing solutions today announced that John L.M. Hughes will join the CSG Systems Board of Directors as an independent board member.
Hughes recently served as Chairman of the Board for the past five years at Intec Telecom Systems plc, acquired in 2010 by CSG. As Chairman, Hughes successfully led the sale of Intec to CSG in a positive transaction for both companies.
“The addition of John’s international and technology experience, in particular as CSG has recently expanded our business into new geographic markets and verticals, brings tremendous value to our Board of Directors,” said Don Reed, chairman of the Board of Directors for CSG Systems. “We are proud to add his strategic leadership to our Board during this transformative time for our business.”
Hughes currently serves as Chairman of the Board of multinational network infrastructure systems and solutions companies such as Spectris plc, Telecity Group plc and Sepura plc, adding valuable industry and global market knowledge for CSG. In these roles, Hughes has gained extensive experience in building successful Boards and strategies to help businesses focus on enhancement of shareholder value by both growth and operational excellence.
Prior to his Board service, Hughes has held management positions at market-leading companies such as Hewlett-Packard and Lucent Technologies as well as other leading technology companies in the United States and Europe. Hughes received a Bachelor of Science in Electrical & Electronic Engineering from the University of Hertfordshire in the United Kingdom. John was appointed CBE in the recent UK New Year’s Honours list for services to international telecommunications.
Hughes will serve on the nominating & corporate governance and compensation committees as a member of CSG Systems’ Board.
About CSG Systems CSG
Systems International, Inc. (NASDAQ: CSGS) is a world-leading Business Support Systems (BSS) company serving the majority of the top 100 global communications service providers, including leaders in fixed, mobile and next-generation networks such as AT&T, Comcast, China Unicom, DISH Network, France Telecom, Orange, T-Mobile, Telefonica, Time Warner Cable, Vodafone, Vivo and Verizon. With over 25 years of experience and expertise in voice, video, data and content services, CSG Systems offers a broad portfolio of licensed and Software-as-a-Service (SaaS)-based products and solutions that help clients compete more effectively, improve business operations and deliver a more impactful customer experience across a variety of touch points. The company serves a global client base across highly competitive industries including cable and direct broadcast satellite, telecommunications, financial services, healthcare, utilities, content and entertainment and more. For more information, visit our website at www.csgsystems.com.
For more information, contact:
Liz Bauer, Investor Relations
CSG Systems
Phone: (303) 804-4065
E-mail: liz_bauer@csgsystems.com
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