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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
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 (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7887 EAST BELLEVIEW, SUITE 1000
ENGLEWOOD, COLORADO 80111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(303) 796-2850
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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 a check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the last sales price of such stock, as of
the close of trading on March 14, 1997 was $142,362,744.
Shares of common stock outstanding at March 14, 1997: 25,489,822
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR ITS ANNUAL MEETING OF
STOCKHOLDERS TO BE FILED ON OR PRIOR TO APRIL 30, 1997, ARE INCORPORATED BY
REFERENCE INTO PART III OF THE FORM 10-K.
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The undersigned Registrant hereby amends its Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, that was filed by the Registrant
with the Securities and Exchange Commission on March 31, 1997, for the purpose
of filing Exhibit 10.40A and Exhibit 10.40B and amending the Exhibit Index.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15 (d) 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.
Date: August 22, 1997 CSG Systems International, Inc.
By: /s/ Randy R. Wiese
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Randy R. Wiese
Controller and Principal
Accounting Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.01(1) Agreement of Merger among CSG Systems International, Inc., CSG
Acquisition Corporation, Cable Services Group, Inc. and First Data
Resources Inc., dated October 26, 1994
2.02(1) Agreement of Merger among CSG Systems International, Inc., Anasazi
Acquisition Corporation, Anasazi Inc. and First Data Corporation,
dated November 29, 1994
2.03(1) Amendment Agreement between First Data Corporation, First Data
Resources Inc., CSG Systems International, Inc., CSG Systems, Inc.
and Anasazi Inc., dated April 27, 1995
2.04(1) Pre-Merger Loan Agreement among CSG Acquisition Corporation, certain
lenders, and Banque Paribas, as Agent, dated November 30, 1994
2.05(3) Amended and Restated Loan Agreement among CSG Systems, Inc., certain
lenders, and Banque Paribas, as Agent, dated April 26, 1996
2.06(1) Anasazi Inc. Series A and B Preferred Stock Purchase Agreement among
Anasazi Inc. and each of the purchasers listed on the Schedule of
Purchasers attached thereto, dated August 31, 1995
2.07(1) Founder Stock Purchase Agreement between CSG Systems International,
Inc. and Neal C. Hansen, dated November 30, 1994
2.08(1) Founder Stock Purchase Agreement between CSG Systems International,
Inc. and George Haddix, dated November 30, 1994
2.09(1) Founder Performance Stock Purchase Agreement between CSG Systems
International, Inc. and Neal C. Hansen, dated November 30, 1994, and
first and second amendments thereto
2.10(1) Founder Performance Stock Purchase Agreement between CSG Systems
International, Inc. and George Haddix, dated November 30, 1994, and
first and second amendments thereto
2.11(1) Series A Preferred Stock Purchase Agreement among CSG Systems
International, Inc. and the purchasers listed on the Schedule of
Purchasers attached thereto, dated November 30, 1994
2.12(1) Stockholders Agreement among CSG Systems International, Inc. and each
of the investors listed on the Schedule of Investors attached
thereto, dated November 30, 1994
2.13(1) Stockholders Agreement among Anasazi Inc. and each of the investors
listed on the Schedule of Investors attached thereto, dated August
31, 1995
2.14(1) Swap Transaction Cap letter agreements dated December 16, 1994
2.15(1) Consent and Limited Waiver dated as of January 4, 1996, by and among
CSG Systems, Inc., the Company, and Banque Paribas, as Agent
2.16(2) Share Purchase Agreement among Cray Systems Ltd., Digital Equipment
Company Ltd. and CSG Systems International, Inc. dated June 28, 1996
2.17(2) Administration and Development Services Agreement between Cray
Systems Ltd. and Bytel Limited dated June 28, 1996
2.18(4) First Amendment and Limited Waiver, dated August 14, 1996, to the
Amended and Restated Loan Agreement among CSG Systems, Inc., certain
lenders and Banque Paribas, as Agent
3.01(1) Restated Certificate of Incorporation of the Company
3.02(1) Restated Bylaws of the Company
4.01(1) Form of Common Stock Certificate
10.01(1) CSG Systems International, Inc. 1995 Incentive Stock Plan
10.02(1) CSG Employee Stock Purchase Plan
10.03(1) CSG Systems International, Inc. 1996 Stock Incentive Plan
EXHIBIT
NUMBER DESCRIPTION
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10.04(1) Employee Performance Stock Purchase Agreement between CSG Systems
International, Inc. and George Haddix, dated August 17, 1995, and
first amendment thereto
10.05(1) Employee Restricted Stock Purchase Agreement between CSG Systems
International, Inc. and John P. Pogge, dated March 6, 1995
10.06(1) Employee Performance Stock Purchase Agreement between CSG Systems
International, Inc. and John P. Pogge, dated March 6, 1995, and
first and second amendments thereto
10.07(1) Employee Performance Stock Purchase Agreement between CSG Systems
International, Inc. and John P. Pogge, dated May 16, 1995, and
first and second amendments thereto
10.08(1) Employee Restricted Stock Purchase Agreement between CSG Systems
International, Inc. and David I. Brenner, dated February 14, 1995
10.09(1) Employee Performance Stock Purchase Agreement between CSG Systems
International, Inc. and David I. Brenner, dated February 14, 1995,
and first and second amendments thereto
10.10(1) Employee Performance Stock Purchase Agreement between CSG Systems
International, Inc. and David I. Brenner, dated May 16, 1995, and
first and second amendments thereto
10.11(1) Registration Rights Agreement among CSG Systems International, Inc.
and the purchasers listed on the Schedule of Purchasers attached
thereto, dated November 30, 1994
10.12(1) Guaranty by CSG Systems International, Inc. in favor of certain
lenders and Banque Paribas, as Agent, dated November 30, 1994
10.13(1) Registration Rights Agreement among Anasazi Inc. and the purchasers
listed on the Schedule of Purchasers attached thereto, dated August
31, 1995
10.14(1) Employment Agreement with Neal C. Hansen
10.15(1) Employment Agreement with George F. Haddix
10.16(1) Indemnification Agreements between CSG Systems International, Inc.
and its directors and certain officers
10.17(1) Lease, Assignment and Acceptance of Lease, Assignment and Assumption
of Lease, and First Amendment to Lease respecting facility at 2525
North 117th Avenue, Omaha, Nebraska
10.18(1) Lease, Assignment and Assumption of Leases, and Lease Amendment
respecting facility at 14301 Chandler Road, Omaha, Nebraska
10.19(1) Lease and Sublease respecting facility at 4949 Pearl East Circle,
Boulder, Colorado
10.20(1) Lease and Sublease respecting facility at 5251 DTC Parkway,
Englewood, Colorado
10.21(1)* Services Agreement between First Data Technologies, Inc. and Cable
Services Group, Inc., dated October 26, 1994
10.22(1)* Subscriber Billing Service Agreement between First Data Resources
Inc. and TCI Cable Management Corporation, dated April 29, 1992,
and Addendum to the Subscriber Billing Service Agreement, dated
April 8, 1994
10.23(1)* Subscriber Billing Service Agreement between Paragon Communications
and First Data Resources Inc. dated January 1, 1989, and the first
amendment thereto, and Consent to Assignment and Delegation
10.24(1)* Subscriber Billing Service Agreement between Time Warner Cable and
First Data Resources Inc. dated October 27, 1993, and first and
second amendments thereto
10.25(1)* Subscriber Billing Service Agreement between American Cablevision of
Coronado and First Data Resources Inc. dated January 5, 1990, and
the first amendment thereto
EXHIBIT
NUMBER DESCRIPTION
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10.26(1)* Subscriber Billing Service Agreement between Southwestern Cable TV
and First Data Resources Inc. dated October 1, 1985, and amendments
thereto
10.27(1)* Subscriber Billing Service Agreement between First Data Resources
Inc. and Manhattan Cable Television, Inc. dated September 25, 1991
10.28(1)* Subscriber Billing Service Agreement between First Data Resources
Inc. and Cablevision Industries Corporation, and addenda one, two
and three thereto
10.29(1)* Subscriber Billing Service Agreement between Warner Cable
Communications, Inc. and First Data Resources Inc. dated July 1,
1991, the first and second amendments thereto, and consents to
assignment and delegation with respect thereto
10.30(1)* Subscriber Billing Service Agreement between Time Warner Cable and
First Data Resources Inc. dated October 18, 1993
10.31(1)* Subscriber Billing Service Agreement between Cable Services Group,
Inc. and Time Warner Cable of New York dated December 9, 1994, and
addenda one and two thereto
10.32(1)* Subscriber Billing Service Agreement between Cable Services Group,
Inc. and Time Warner Programming Co. dated April 30, 1994
10.33(1)* Subscriber Billing Service Agreement between Paragon Communications
and First Data Resources Inc. dated March 9, 1989, and First
Amendment thereto dated June 30, 1993, and Consent to Assignment
and delegation dated March 1, 1994
10.34(1)* Subscriber Billing Service Agreement between KBLCOM Inc. and First
Data Resources Inc. dated June 20, 1989, Consent to Assignment and
Delegation dated January 1, 1994, and Addendum I to Subscriber
Billing Service Agreement dated July 27, 1994
10.35(1)* Subscriber Billing Service Agreement between Paragon Communications
and First Data Resources Inc. dated April 14, 1989, and First
Amendment thereto dated December 20, 1991, and Consent to
Assignment and Delegation dated January 1, 1994
10.36(1)* Subscriber Billing Service Agreement between Paragon Communications
Inc. and First Data Resources Inc. dated March 1, 1989, the first,
second, third and fourth amendments thereto, and Consent to
Assignment and Delegation
10.37(1)* Printing and Mailing Services Agreement between CSG Systems, Inc.
and PageMart, Inc., dated August 29, 1995
10.38(1)* First Amendment to Services Agreement between First Data
Technologies, Inc. and CSG Systems, Inc. dated December 8, 1995,
and Second Amendment to Services Agreement between First Data
Technologies, Inc. and CSG Systems, Inc. dated January 30, 1996
10.39 CSG Systems, Inc. Wealth Accumulation Plan, as amended November 14,
1996 (previously filed as and incorporated by reference to Exhibit
10.38 to the Registrant's Quarterly Report on Form 10-Q for the
period ended September 30, 1996)
10.40(5)* Amended and Restated Services Agreement between First Data
Technologies, Inc. and CSG Systems, Inc., formerly known as Cable
Services Group, Inc., dated December 31, 1996
10.40A Schedules 2.11, 2.14, 5.3 and 6.4 and Exhibit 9(a) to Schedule 5.6
to Amended and Restated Services Agreement between First Data
Technologies, Inc. and CSG Systems, Inc., formerly known as Cable
Services Group, Inc., dated December 31, 1996.
10.40B(P) Schedules 1.21 and 1.47 and Exhibit A to Schedule 5.6 to Amended and
Restated Services Agreement between First Data Technologies, Inc.
and CSG Systems, Inc., formerly known as Cable Services Group, Inc.,
dated December 31, 1996.
10.41(5) Third Amendment to Subscriber Billing Service Agreement between CSG
Systems, Inc. and TCI Cable Management Corporation, dated March 1,
1996
10.42(5) Fourth Amendment to Subscriber Billing Service Agreement between CSG
Systems, Inc. and TCI Cable Management Corporation, dated March 29,
1996
10.43(5) Fifth Amendment to Subscriber Billing Service Agreement between CSG
Systems, Inc. and TCI Cable Management Corporation, dated September
30, 1996
11.01(5) Statement re: Computation of Per Share Earnings
21.01(5) Subsidiaries of the Company
EXHIBIT
NUMBER DESCRIPTION
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23.01(5) Consent of Arthur Andersen LLP
24.01(5) Power of Attorney
27.01(5) Financial Data Schedule (EDGAR Version Only)
99.01(5) Safe Harbor for Forward-Looking Statements Under the Private
Securities Litigation Reform Act of 1995--Certain Cautionary
Statements and Risk Factors
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(1) Incorporated by reference to the exhibit of the same number to the
Registration Statement No. 333-244 on Form S-1.
(2) Incorporated by reference to the exhibit of the same number to the
Registrant's Current Report on Form 8-K dated July 9, 1996.
(3) Incorporated by reference to the exhibit of the same number to the
Registrant's Quarterly Report on Form 10-Q for the period ended June 30,
1996.
(4) Incorporated by reference to the exhibit of the same number to the
Registrant's Quarterly Report on Form 10-Q for the period ended September
30, 1996.
(5) Previously filed
* 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.