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: April 6, 2001 CONVERGYS CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-14379 31-1598292 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 201 East Fourth Street Cincinnati, Ohio 45202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 723-7000 ITEM 5. OTHER EVENTS On April 6, 2001, Convergys Corporation ("Convergys"), consummated its acquisition of all of the issued and outstanding capital stock of Geneva Technology Limited, of Cambridge, U.K. ("Geneva"). Geneva shareholders and option holders received a fixed total of approximately 17.6 million Convergys common shares and options in exchange for all the outstanding shares and options of Geneva. The acquisition will be accounted for under the pooling-of-interests method of accounting. Accordingly, Convergys has attached supplemental audited financial statements for the years ended December 31, 2000, 1999 and 1998, which have been restated as if the acquisition of Geneva had occurred as of the earliest period presented herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of KPMG 99 Supplemental Financial Statements of Convergys Corporation ITEM 7A. INDEX TO ANNUAL AUDITED SUPPLEMENTAL COMBINED FINANCIAL STATEMENTS Supplemental Selected Financial and Operating Data Management's Discussion and Analysis of Supplemental Financial Condition and Results of Operations Supplemental Consolidated Statements of Income Supplemental Consolidated Balance Sheets Supplemental Consolidated Statements of Cash Flows Supplemental Consolidated Statements of Shareholders' Equity and Comprehensive Income Notes to Supplemental Financial Statements Reports of Independent Accountants 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. CONVERGYS CORPORATION By: /s/ William H. Hawkins II -------------------------- William H. Hawkins II General Counsel and Secretary Date: June 20, 2001