UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 10-Q/A

(Amendment No. 1) 

 

(Mark One) 

| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|-----------------------------------------------------------------------------------------|

For the quarterly period ended March 31, 2015

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 |   | x                                                          |    | Accelerated filer                   |   |  ̈ |
|-----------------------------------|--------|-----------------------------------------------------------------|--------------|-------------------------------------|--------|--------|
|                              |   |                                                            |         |
| 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 4, 2015:  32,750,066

 

 

 

 

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CSG SYSTEMS INTERNATIONAL, INC. 

FORM 10-Q/A (Amendment No. 1) for the Quarter Ended March 31, 2015 

INDEX

 

|                                 |              | Page No. |
|--------------------------------------|-------------------|---------------|
|                                 |              |          |
| Part II -OTHER INFORMATION |              |
|                                 |              |          |
| Item 6.                              | Exhibits          | 3             |
|                                 | Signatures        | 4             |
|                                 |              |          |
|                                 | Index to Exhibits | 5             |

 

CSG Systems International, Inc. (the "Company" or forms of the pronoun "we") is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, as originally filed with the Securities and Exchange Commission (the “Commission”) on May 8, 2015 (the “Original Filing”), for the sole purpose of refiling a revised, redacted version of Exhibit 10.10 to address comments received from the Commission in connection with its review of the Company’s confidential treatment request for certain portions of Exhibit 10.10. Exhibit 10.10 has been revised to only redact those words and phrases for which confidentiality is necessary and supported by the Freedom of Information Act and applicable Commission rules. Specifically, certain words and phrases in: (i) section 2, Extraordinary Events, on page 7;  (ii) section 9, Notices, on pages 17-18; and (iii) Annex B on Page B-1 of Exhibit 10.10, that were redacted in the Original Filing are now filed in non-redacted form.

 

No other changes have been made to the Original Filing or any other exhibits. This Amendment speaks as of the filing date of the Original Filing and does not reflect events occurring after the filing date, or modify or update those disclosures that may be affected by subsequent events. As such, this Form 10–Q/A should be read in conjunction with the Original Filing.

 

 

2

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CSG SYSTEMS INTERNATIONAL, INC. 

PART II. OTHER INFORMATION 

 

 

Item 6. Exhibits

The Exhibits filed or incorporated by reference herewith are as specified in the Exhibit Index. 

 

 

 

 

3

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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 thereunto duly authorized. 

Dated: September 18, 2015 

 

| CSG SYSTEMS INTERNATIONAL, INC.                      |
|------------------------------------------------------|
|  

/s/ Peter E. Kalan                      |
| Peter E. Kalan                                       |
| Chief Executive Officer                              |
| (Principal Executive Officer)                        |
|  

/s/ Randy R. Wiese                           |
| Randy R. Wiese                                       |
| Executive Vice President and Chief Financial Officer |
| (Principal Financial Officer)                        |
|  

/s/ Rolland B. Johns                         |
| Rolland B. Johns                                     |
| Chief Accounting Officer                             |
| (Principal Accounting Officer)                       |
|                                                 |

 

 

 

4

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CSG SYSTEMS INTERNATIONAL, INC. 

INDEX TO EXHIBITS 

 

| ExhibitNumber      |   | Description                                                                                                                                                    |
|--------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.10*             |   | Fixed Notional Accelerated Share Repurchase Transaction between CSG Systems International, Inc. and RBC Capital Markets LLC, as agent for Royal Bank of Canada |
| 10.22N*(1)         |   | Fourteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC       |
| 10.22O*(1)         |   | Fifteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC        |
| 10.24AN*(1)        |   | Eighty-Sixth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.                           |
| 10.24AP*(1)        |   | Second Amendment to the Amended and Restated Processing and Production Services Agreement Between CSG Systems, Inc. and Time Warner Cable Enterprises LLC      |
| 10.24AQ*(1)        |   | Ninety-Fifth Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.                           |
| 31.01(1)           |   | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                        |
| 31.01A             |   | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                        |
| 31.02(1)           |   | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                        |
| 31.02A             |   | 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.DEF(1) |   |  

XBRL Taxonomy Extension Definition Linkbase Document                                                                                                   |
|  

101.LAB(1) |   |  

XBRL Taxonomy Extension Label Linkbase Document                                                                                                        |
|  

101.PRE(1) |   |  

XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                 |

|   |
|--------|

| * | 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. |
|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| (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, 2015. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------|

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