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): February 6, 2014

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-27512	47-0783182
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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.

David Barnes

On February 6, 2014, CSG Systems International, Inc. (“CSG”) announced that David Barnes has joined CSG’s Board of Directors. The Revised By-Laws of CSG Systems International, Inc. (“Revised By-Laws”) provide for its Board of Directors to be divided into three classes, each class having a three-year term. Mr. Barnes will be 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 on May 21, 2014. Mr. Barnes will also serve on the audit committee.

In conjunction with Mr. Barnes appointment, the CSG Board of Directors approved a form of Indemnification Agreement between CSG and Mr. Barnes, effective February 6, 2014. Under the indemnification agreement, CSG would indemnify Mr. Barnes 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. Barnes 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.

Mr. Barnes will receive the standard director compensation arrangement including an annual fee of $75,000 and an annual restricted stock award. The annual restricted stock award, which shall vest in its entirety on the first anniversary of the grant date, has traditionally been determined and granted in the third quarter of each year, following Compensation Committee approval.

A copy of CSG’s press release announcing Mr. Barnes’ appointment, dated February 6, 2013, is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

99.1 Press release of CSG Systems International, Inc. dated February 6, 2014.

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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: February 6, 2014

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/ Rolland B. Johns
	Rolland B. Johns,
	Chief 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 February 6, 2014

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EX-99.1

Exhibit 99.1

PRESS RELEASE

CSG International Appoints David Barnes to Board of Directors

ENGLEWOOD, Colo. (February 6, 2013) —CSG International, Inc. (NASDAQ: CSGS), a global provider of interactive transaction-driven solutions and services, today announced that David Barnes has joined the CSG International Board of Directors as an independent, Class II board member.

Barnes currently serves as the Chief Financial Officer for MWH Global, a global provider of environmental engineering, construction and strategic consulting services. He brings close to 30 years’ experience in finance and strategic development in a wide spectrum of well-known and respected companies, including Western Union Company, Radio Shack, Coors Brewing and YUM Brands.

“David’s hands-on strategic, financial and business development experience in both emerging and more mature markets will be valuable to our board as CSG continues to drive scale and leverage in our global operations,” said Don Reed, chairman of the Board of Directors for CSG International. “He is joining our board at an exciting time as we continue to create long-term value for our shareholders, clients and employees.”

Barnes currently serves as Chief Financial Officer and a director of MWH Global, a private, employee-owned firm with nearly 8,000 employees worldwide. The company provides water, waste water, energy natural resource, program management, consulting and construction to industrial, municipal and government clients on five continents. At Western Union, Barnes worked closely with the CEO on various corporate directives aimed at accelerating the company’s growth initiatives. At Coors, he oversaw all financial activities for the $2.8 billion U.S. business as well as held the global investor relations function. Barnes has gained extensive experience in driving shareholder value in a variety of complex international businesses.

As a Class II director, he will stand for election at the company’s upcoming Annual Meeting held on May 21, 2014.

About CSG International

CSG Systems International, Inc. (NASDAQ:CSGS) is a market-leading business support solutions and services 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, DISH, Orange, Reliance, SingTel Optus, Telecom New Zealand, Telefonica, Time Warner Cable, T-Mobile, Verizon, Vivo, and Vodafone. With more than 30 years of experience and expertise in voice, video, data, and content services, CSG International 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. For more information, visit our website at www.csgi.com.

KC Higgins

Public Relations

CSG International

+1 (303) 434-8163

kc.higgins@csgi.com

Liz Bauer

Investor Relations

CSG International

+1 (303) 804-4065

Liz.bauer@csgi.com