UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
| x | AMENDMENT NO. 1 TO THE QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2012
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _________________
Commission file number 0-27512
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, Colorado 80112
(Address of principal executive offices, including zip code)
(303) 200-2000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨
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.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x
Shares of common stock outstanding at May 3, 2012: 33,978,977
CSG SYSTEMS INTERNATIONAL, INC.
FORM 10-Q/A for the Quarter Ended March 31, 2012
INDEX
| Page No. | ||||||
| Part II | OTHER INFORMATION | |||||
| Item 6. | Exhibits | 3 | ||||
Signature | 4 | |||||
EXPLANATORY NOTE
CSG Systems International, Inc. (the “Company” or forms of the pronoun “we”) is filing this Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, originally filed on May 8, 2012 (the “Original Filing”), to address comments received from the Securities and Exchange Commission (the “Commission”) in connection with the Commission’s review of our request for confidential treatment of information included within documents required to be filed as exhibits to the Original Filing. The Amendment includes in Part II, Item 6, the following revised Exhibits, with fewer redactions, to replace the Exhibits filed under the same exhibit number in the Original Filing, which is addressed in our filing of a new request for confidential treatment:
| 10.23J | Seventeenth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Dish Network, L.L.C. | |
| 10.23K | Eighteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C. | |
| 10.23M | Twentieth Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C. | |
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PART II. OTHER INFORMATION
| Item 6. | Exhibits |
Exhibit Number | Description | |
| 10.23J* | Seventeenth Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C. | |
| 10.23K* | Eighteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C. | |
| 10.23L*(1) | Nineteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C. | |
| 10.23M* | Twentieth Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C. | |
| 10.23N*(1) | Twenty-first Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C. | |
| 31.01 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.02 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.01(1) | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS**(1) | XBRL Instance Document | |
| 101.SCH**(1) | XBRL Taxonomy Extension Schema Document | |
| 101.CAL**(1) | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB**(1) | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE**(1) | XBRL Taxonomy Extension Presentation Linkbase Document | |
| (1) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. |
| * | Portions of the exhibit have been omitted pursuant to an application for confidential treatment, and the omitted portions have been filed separately with the Commission. |
| ** | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
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SIGNATURE
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 thereunto duly authorized.
Dated: August 29, 2012
| CSG SYSTEMS INTERNATIONAL, INC. |
| /s/ Randy R. Wiese |
Randy R. Wiese Executive Vice President, Chief Financial Officer, and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) |
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