Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CSG SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 47-0783182 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
9555 Maroon Circle, Englewood, CO 80112
(Address of Principal Executive Offices) (Zip Code)
CSG Systems International, Inc.
Second Amended and Restated 1996 Employee Stock Purchase Plan
(Full title of the plan)
Joseph T. Ruble, General Counsel, Executive Vice President, and Secretary
CSG Systems International, Inc.
9555 Maroon Circle, Englewood, CO 80112
(Name and address of agent for service)
(303) 796-2850
(Telephone number, including area code, of agent for service)
Copy to:
Howard J. Kaslow
Abrahams Kaslow & Cassman LLP
8712 West Dodge Road, Suite 300
Omaha, NE 68114-3419
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one.)
| Large accelerated filer | ¨ | Accelerated filer | x | |||||
| Non-accelerated filer | ¨ | (Do not check if a smaller reporting company.) | Smaller reporting company | ¨ | ||||
Calculation of Registration Fee
| Title of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
| Common Stock, par value $0.01 per share |
750,000 shares(1) | $12.67(2) | $9,502,500(3) | $1,103.24 |
| (1) | This Form S-8 covers an additional 750,000 shares authorized for issuance under the registrant’s Second Amended and Restated 1996 Employee Stock Purchase Plan. 958,043 shares (as adjusted for a 2-for-1 stock split in February 1999) authorized for issuance under such Plan already have been registered pursuant to two previously filed registration statements on Form S-8. |
| (2) | Solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h)(1) of the Securities Act of 1993, the maximum offering price per share is based upon the average of the high and low prices of the registrant’s Common Stock on August 26, 2011, on the Nasdaq Stock Market. |
| (3) | The aggregate offering price is based upon the proposed maximum offering price per share for the shares being registered. |
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a registration statement on this Form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the registration statement on Form S-8 filed by the Registrant on August 4, 2004 (Registration No. 333-117928) with respect to the Registrant’s 1996 Employee Stock Purchase Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on August 30, 2011.
| CSG SYSTEMS INTERNATIONAL, INC. | ||
| By: | /s/ Peter E. Kalan | |
| Peter E. Kalan, President and Chief Executive | ||
| Officer (Principal Executive Officer) | ||
POWER OF ATTORNEY
We, the undersigned officers and directors of CSG Systems International, Inc., hereby severally and individually constitute and appoint Peter E. Kalan and Joseph T. Ruble, and each of them individually, as the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and all instruments necessary or advisable in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm all that said attorneys-in-fact, acting jointly or individually, may lawfully do or cause to be done pursuant to this Power of Attorney.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Name |
Title |
Date | ||
| /s/ Peter E. Kalan Peter E. Kalan |
President, Chief Executive Officer, and Director (Principal Executive Officer) |
August 30, 2011 | ||
| /s/ Randy R. Wiese Randy R. Wiese |
Executive Vice President, Chief Financial Officer, and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) |
August 30, 2011 | ||
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| /s/ Ronald H. Cooper Ronald H. Cooper |
Director |
August 30, 2011 | ||
| /s/ John L.M. Hughes John L.M. Hughes |
Director |
August 30, 2011 | ||
| /s/ Edward C. Nafus Edward C. Nafus |
Director |
August 30, 2011 | ||
| /s/ Janice I. Obuchowski Janice I. Obuchowski |
Director |
August 30, 2011 | ||
| /s/ Donald B. Reed Donald B. Reed |
Director |
August 30, 2011 | ||
| /s/ Bernard W. Reznicek Bernard W. Reznicek |
Director |
August 30, 2011 | ||
| /s/ Frank V. Sica Frank V. Sica |
Director |
August 30, 2011 | ||
|
Donald V. Smith |
Director |
|||
| /s/ James A. Unruh James A. Unruh |
Director |
August 30, 2011 | ||
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CSG SYSTEMS INTERNATIONAL, INC.
FORM S-8
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 5.1 | Opinion of Abrahams Kaslow & Cassman LLP | |
| 23.1 | Consent of KPMG LLP | |
| 23.2 | Consent of Abrahams Kaslow & Cassman LLP (filed as part of Exhibit 5.1) | |
Exhibit 5.1
Abrahams Kaslow & Cassman LLP
8712 West Dodge Road, Suite 300
Omaha, Nebraska 68114-3419
(402) 392-1250
August 30, 2011
Board of Directors
CSG Systems International, Inc.
9555 Maroon Circle
Englewood, Colorado 80112
| RE: | CSG Systems International, Inc. (the “Company”) Second Amended and Restated 1996 Employee Stock Purchase Plan |
Gentlemen:
We have acted as your counsel in connection with the registration, on a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of an additional 750,000 shares of the Company’s Common Stock, $0.01 par value per share (the “Shares”), to be issued by the Company pursuant to the Company’s Second Amended and Restated 1996 Employee Stock Purchase Plan (the “Plan”). We have reviewed the Registration Statement, the certificate of incorporation and by-laws of the Company, corporate proceedings of the Board of Directors and stockholders of the Company relating to the issuance and sale of the Shares, and such other documents, corporate records, and matters of law as we have deemed necessary to the rendering of the opinions expressed below.
Based upon the foregoing and assuming that (i) the Shares are issued in accordance with the provisions of the Plan, (ii) the Company receives the full consideration for the Shares required by the Plan, and (iii) the per share consideration for each Share includes the payment of cash or other lawful consideration at least equal to the par value of the Company’s Common Stock, we are of the opinion that the Shares covered by the Registration Statement are duly authorized and, when issued pursuant to and in accordance with the Plan, will be legally issued, fully paid, and non-assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
ABRAHAMS KASLOW & CASSMAN LLP
By: /s/ Howard J. Kaslow
HJK:clm
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
CSG Systems International, Inc.:
We consent to the incorporation by reference in the registration statement on Form S-8 of CSG Systems International, Inc. of our reports dated March 8, 2011, with respect to the consolidated balance sheets of CSG Systems International, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2010, and the effectiveness of internal control over financial reporting as of December 31, 2010, which reports appear in the December 31, 2010 annual report on Form 10-K of CSG Systems International, Inc.
Our report dated March 8, 2011, on the effectiveness of internal control over financial reporting as of December 31, 2010, contains an explanatory paragraph that states CSG Systems International, Inc. acquired Intec Telecom Systems PLC on November 30, 2010, and management excluded from its assessment of the effectiveness of CSG Systems International, Inc.’s internal control over financial reporting as of December 31, 2010, Intec Telecom Systems PLC’s internal control over financial reporting. Our audit of internal control over financial reporting of CSG Systems International, Inc. also excluded an evaluation of the internal control over financial reporting of Intec Telecom Systems PLC.
/s/ KPMG LLP
Denver, Colorado
August 29, 2011