csgs-8k_20200518.htm

UNITED STATES

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 (Date of earliest event reported): May 18, 2020

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-27512	47-0783182
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6175 S. Willow Drive, 10^th Floor, Greenwood Village, CO		80111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 200-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.01 Per Share

CSGS

NASDAQ Stock Market LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2020, CSG Systems International, Inc. (“CSG”) appointed Silvio Tavares as a new member of CSG’s Board of Directors (the “Board”). The Revised By-Laws of CSG Systems International, Inc., (“Revised By-Laws”) provide for its Board of Directors to be divided into three classes, each having a three-year term. Mr. Tavares will be a member of the Class III directors, with a term of office to continue until the May 2021 annual meeting of stockholders of CSG.

In conjunction with Mr. Tavares’ appointment, the Board approved a form of Indemnification Agreement between CSG and Mr. Tavares, effective May 18, 2020. Under the terms of the indemnification agreement, CSG would indemnify Mr. Tavares to the fullest extent permitted by law against all expenses incurred if he were to become party to civil, criminal, administrative, investigative, or other actions related to his services as a director of CSG. A copy of CSG’s standard indemnification agreement has been previously filed with the SEC.

Mr. Tavares does not have any family relationships with any executive officer or director of CSG or its affiliates. He is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Tavares shall receive the standard director compensation arrangement including an annual fee of $75,000 and an annual restricted stock award. The annual restricted stock award, which shall vest in its entirety on the first anniversary of the grant date, has traditionally been determined and granted in the third quarter of each year, following Compensation Committee approval.

A copy of CSG’s press release announcing Mr. Tavares’ appointment, dated May 19, 2020, is attached hereto as Exhibit 99.1 and is incorporated by reference.

9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1		Press release of CSG Systems International, Inc. dated May 19, 2020
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: May 19, 2020

CSG SYSTEMS INTERNATIONAL, INC.
By:		/s/ David N. Schaaf
		David N. Schaaf
		Chief Accounting Officer

csgs-ex991_6.htm

EXHIBIT 99.1

CSG appoints silvio tavares to its board of directors

GREENWOOD VILLAGE, CO, May 19, 2020 – CSG® (NASDAQ: CSGS) today announced that Silvio Tavares has joined its board of directors. Mr. Tavares is an experienced CEO, senior payments executive and industry innovator with extensive experience in the payments and digital commerce industries. His appointment became effective May 18, 2020.

“Silvio will make a great new addition to the CSG board,” said Don Reed, chairman of the board of directors, CSG. “His lengthy tenure in the payments industry, in addition to his engineering, legal, and investment banking background, will add unique depth to our board. Silvio’s industry experience will give CSG valuable insight as the company continues to grow its market share and revenues in payments.

“CSG is uniquely positioned to provide world class payment and digital engagement services at a time when leading companies around the world need these capabilities more than ever,” said Mr. Tavares. “I am honored to join the board of directors at a time when the opportunities for CSG have never been greater.”

About Silvio Tavares

Mr. Tavares has more than 15 years of experience in the digital commerce and payments industry.

Mr. Tavares currently serves as CEO of The CardLinx Association, a leading global trade association for the payment and digital advertising industries, whose founding members include MasterCard, Discover, First Data (now part of Fiserv, Inc.), Facebook and Microsoft, among others. He has held this position since 2013.

Prior to joining Cardlinx, he was Senior VP and Global Head of Information Products at Visa, Inc., where he led a business unit generating several hundred million dollars in annual sales and successfully launched industry leading products in the areas of payment fraud detection, digital marketing, and merchant loyalty. Mr. Tavares joined Visa from First Data, where he was Senior Vice President and Global Head of Information and Analytics, where he patented and launched First Data’s U.S. macro-economic spending indicator.

Mr. Tavares holds a Juris Doctorate degree from the Boston University School of Law; an MBA from Boston College; and a Bachelor of Science Degree in Electrical and Computer Engineering from Tufts University.

# # #

About CSG

For more than 35 years, CSG has simplified the complexity of business, delivering innovative customer engagement solutions that help companies acquire, monetize, engage and retain customers. Operating across more than 120 countries worldwide, CSG manages billions of critical customer interactions annually, and its award-winning suite of software

and services allow companies across dozens of industries to tackle their biggest business challenges and thrive in an ever-changing marketplace. CSG is the trusted partner for driving digital innovation for hundreds of leading global brands, including AT&T, Charter Communications, Comcast, DISH, Eastlink, Formula One, Maximus, MTN and Telstra. To learn more, visit our website at csgi.com and connect with us on LinkedIn, and Twitter.

Copyright © 2020 CSG Systems International, Inc. and/or its affiliates (“CSG”). All rights reserved. CSG® is a registered trademark of CSG Systems International, Inc. All third party trademarks, service marks, and/or product names which are referenced in this document are the property of their respective owners, and all rights therein are reserved.

Contacts:

Brad Jones

Public Relations

CSG

+1 (303) 200-3001

brad.jones@csgi.com

David Banks

Investor Relations

CSG

+1 (303) 200-3127

david.banks@csgi.com

Document And Entity Information	May 18, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 18, 2020
Entity Registrant Name	CSG SYSTEMS INTERNATIONAL, INC.
Entity Central Index Key	0001005757
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, Par Value $0.01 Per Share
Trading Symbol	CSGS
Security Exchange Name	NASDAQ
Entity File Number	0-27512
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-0783182
Entity Address, Address Line One	6175 S. Willow Drive
Entity Address, Address Line Two	10th Floor
Entity Address, City or Town	Greenwood Village
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80111
City Area Code	303
Local Phone Number	200-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false