**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-Q/A**

 

**(Amendment No. 1)**

 

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**(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, 2013.**

 

**OR**

 

**o****         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: 001-33739**

 

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**STREAM GLOBAL SERVICES, INC.**

(Exact name of registrant as specified in its charter)

 

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| **Delaware**                                                    | ** ** | **26-0420454**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or Other Jurisdiction of

Incorporation or Organization) |       | (I.R.S. Employer

Identification No.) |
|                                                            |       |                                  |
| **3285 Northwood Circle**

**Eagan, Minnesota**                 | ** ** | **55121**                             |
| (Address of Principal Executive Offices)                        |       | (Zip Code)                            |

 

**(651) 288-2979**

(Registrant’s Telephone Number, Including Area Code)

 

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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  o  No  x

 

We are a voluntary filer of reports required of companies with public securities under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and pursuant to the terms of our bond indenture, we have filed all reports which would have been required of us during the past 12 months had we been subject to such provisions.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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  o

 

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. (Check one):

 

| Large Accelerated Filer o      |   | Accelerated Filer o              |
|-----------------------------------------------|--------|--------------------------------------------|
|                                          |   |                                       |
| Non-accelerated Filer x                  |   | Smaller reporting company o |
| (Do not check if a 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 o No x

 

There were 1,000 shares of the Registrant’s common stock, $0.001 par value per share, issued and outstanding as of May 7, 2013.

 

 

 

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**TABLE OF CONTENTS**

 
| ** **                      | ** **                                                    | **Page** |
|---------------------------------|---------------------------------------------------------------|----------|
|                            |                                                          |
| EXPLANATORY NOTE                | 1                                                             |
|                            |                                                          |
| PART II. OTHER INFORMATION | 2                                                             |
|                            |                                                          |     |
| Item 1.                    | Legal   Proceedings                                           | 2        |
| Item 1A.                   | Risk   Factors                                                | 2        |
| Item 2.                    | Unregistered   Sales of Equity Securities and Use of Proceeds | 2        |
| Item 3.                    | Defaults   Upon Senior Securities                             | 2        |
| Item 4.                    | Mine   Safety Disclosures                                     | 2        |
| Item 5.                    | Other   Information                                           | 2        |
| Item 6.                    | Exhibits                                                      | 2        |
| SIGNATURES                      | 3                                                             |

 

Stream is a registered trademark of Stream Global Services, Inc.

 

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**EXPLANATORY NOTE**

 

On May 8, 2013, Stream Global Services, Inc. (“we,” “us,” “Stream,” the “Company” or “SGS”) filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 (the “Original Filing”), with the Securities and Exchange Commission (the “SEC”). This Amendment No. 1 to Form 10-Q (this “Amendment”) on Form 10-Q/A has been prepared solely for the purpose of filing corrected versions of exhibits 10.2 and 10.3.

 

This Form 10-Q/A amends only exhibits 10.2 and 10.3. All other items as presented in the Original Filing are unchanged. Except for the foregoing amended information, this Amendment does not amend, update or change any other information presented in the Original Filing. Those sections of the Original Filing that are not addressed by this Amendment are not amended by this filing. This Amendment continues to speak only as of the date of the Original Filing and it has no impact on the Company’s previously reported unaudited financial statements and notes thereto as of March 31, 2013. Furthermore, except to the extent stated herein, we have not updated the information in the Original Filing and this Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing, as information in such filings may update or supersede certain information contained in the Original Filing.

 

In addition, pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, this Form 10-Q/A contains new certifications by our principal executive officer and principal financial officer, filed as exhibits hereto.

 

1

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**PART II—OTHER INFORMATION**

 

**ITEM 1.**                  **LEGAL PROCEEDINGS**

 

None.

 

**ITEM 1A.**         **RISK FACTORS**

 

We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 26, 2013, which could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause operating results to vary significantly from period to period. As of March 31, 2013, there have been no material changes to the risk factors disclosed in our most recent Annual Report on Form 10-K for the year ended December 31, 2012, although we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

 

**ITEM 2.**                  **UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**

 

None.

 

**ITEM 3.**                  **DEFAULTS UPON SENIOR SECURITIES**

 

None.

 

**ITEM 4.**                  **MINE SAFETY DISCLOSURES**

 

None.

 

**ITEM 5.**                  **OTHER INFORMATION**

 

None.

 

**ITEM 6.**                  **EXHIBITS**

 

We are filing as part of this Report the Exhibits listed in the Exhibit Index following the signature page to this Report.

 

2

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**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.

 
|            | STREAM   GLOBAL SERVICES, INC. |
|-----------------|-------------------------------------|
|            |                                |
| June   21, 2013 | By:                                 | /s/ Kathryn V. Marinello |
| ** **      |                                | **Kathryn V. Marinello** |
| ** **      |                                | **Chairman, Chief Executive Officer and President** |
| ** **      |                                | **(Principal Executive Officer)** |
|            |                                |   |
| June   21, 2013 | By:                                 | /s/ Michael Henricks |
| ** **      |                                | **Michael Henricks** |
| ** **      | ** **                          | **Chief Financial Officer** |
| ** **      | ** **                          | **(Principal Financial Officer)** |

 

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**Exhibit Index**

 
| **Exhibit   No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1               |       | Agreement   for the sale and purchase of shares in the share capital of LBM Holdings   Limited, dated as of February 19, 2013, by and among SGS Netherlands   Investment Corporation B.V. and the sellers named therein (filed as Exhibit 2.1   to the Registrant’s Current Report on Form 8-K, as filed with the Securities   and Exchange Commission on February 22, 2013 (File No. 001-33739) and   incorporated herein by reference).                        |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.1               |       | First   Supplemental Indenture, dated March 13, 2013, by and among Stream Global   Services, Inc., the Guarantors named therein and Wells Fargo Bank,   National Association, as Trustee (filed as Exhibit 4.1 to the   Registrant’s Current Report on Form 8-K, as filed with the Securities   and Exchange Commission on March 13, 2013 (File No. 001-33739) and   incorporated herein by reference).                            |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.2               |       | Exchange   and Registration Rights Agreement, dated as of March 13, 2013, by and   among Stream Global Services, Inc., the Guarantors listed on the   signature pages thereto and the Purchasers named therein (filed as   Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, as   filed with the Securities and Exchange Commission on March 13, 2013   (File No. 001-33739) and incorporated herein by reference). |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1†        |       | Employment   Agreement, dated as of April 22, 2013, by and between Michael Henricks   and Stream Global Services, Inc. (filed as Exhibit 10.1 to the   Registrant’s Current Report on Form 8-K, as filed with the Securities   and Exchange Commission on April 22, 2013 (File No. 001-33739) and   incorporated herein by reference).                                                                                             |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.2*†       |       | 2013   Management Incentive Plan (MIP) — Corporate SG&A for Managers and Above   effective January 1, 2013. (Portions of this exhibit have been omitted   pursuant to our request for confidential treatment. Omitted portions filed   separately with the SEC).                                                                                                                                                                                        |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.3*†       |       | 2013   EVP Global Sales Compensation Plan. (Portions of this exhibit have been omitted   pursuant to our request for confidential treatment. Omitted portions filed   separately with the SEC).                                                                                                                                                                                                                                                                       |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 31.1*             |       | Principal   Executive Officer Certification required by Rule 13a-14(a) or   Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted   pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                   |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 31.2*             |       | Principal   Financial Officer Certification required by Rule 13a-14(a) or   Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted   pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                   |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 32.1#             |       | Principal   Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as   adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                     |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 32.2#             |       | Principal   Financial and Accounting Officer Certification pursuant to 18 U.S.C.   Section 1350, as adopted pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                    |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 101.INS***        |       | XBRL   Instance Document                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 101.SCH***        |       | XBRL   Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                                                                                                                                                                             |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 101.CAL***        |       | XBRL   Calculation Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 101.DEF***        |       | XBRL   Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 101.LAB***        |       | XBRL   Label Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 101.PRE***        |       | XBRL   Taxonomy Presentation Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

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| *      |   | Filed   herewith.                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| #      |   | Incorporated   by reference to the identically numbered exhibit to the registrant’s   Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013   filed with the SEC on May 8, 2013.                                                                                                                                                                                          |
| † |   | Management   contract or compensatory plans or arrangements required to be filed as an   exhibit hereto.                                                                                                                                                                                                                                                                                           |
| ***    |   | 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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