As filed with the Securities and Exchange Commission on July 19, 2002
Registration No. ____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CONVERGYS CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-1598292
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
201 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-7000
(Address, including zip code, of registrant's principal executive office)
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CONVERGYS CORPORATION RETIREMENT AND SAVINGS PLAN
(Full title of the plan)
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William H. Hawkins II
General Counsel and Secretary
201 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-7049
(Name, address including zip code, and telephone number including
area code, of agent for service)
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Please send copies of all communications to:
Neil Ganulin, Esq.
Frost Brown Todd LLC
2200 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 651-6800
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CALCULATION OF REGISTRATION FEE
========================== =============== ============================== ========================== ====================
Title of securities Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered(1) price per share(2) aggregate offering price registration fee
-------------------------- --------------- ------------------------------ -------------------------- --------------------
Common shares, without
par value 5,000,000 $ 15.83 $ 79,150,000.00 $ 7,281.80
----------------------- ----------------------- -------------------
-------------------------- --------------- ------------------------------ -------------------------- --------------------
(1) Pursuant to Rule 416(a), this registration statement also covers additional
common shares to be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated in accordance with Rule 457(c) pursuant to Rule 457(h)(i), based
upon the average of the high and low prices per share on the New York Stock
Exchange on July 15, 2002 solely for the purpose of calculation of the
registration fee.
Pursuant to Rule 416(c), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) Prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents have been filed by Convergys Corporation (the
"Company") with the Commission (File No. 1-14379) and are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 2001;
2. The Annual Report on Form 11-K of the Convergys Corporation
Retirement and Savings Plan for the plan year ended December
31, 2001;
3. The Company's Quarterly Report on Form 10-Q for the period
ended March 31, 2002;
4. The Company's Current Reports on Form 8-K filed on January 22,
2002 and May 17, 2002;
5. The description of the Company's common shares from its
Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on August 6, 1998 and any amendment or
report filed thereafter for the purposes of updating such
description; and
6. The description of the Company's preferred share purchase
rights from its Registration Statement on Form 8-A filed with
the Securities and Exchange Commission on December 23, 1998.
The common shares, without par value, are registered under Section 12
of the Securities Exchange Act of 1934.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Subsequently Filed Documents"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this Registration Statement from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any Subsequently Filed Document modifies
or supersedes such statement. Any such modified or superseded statement shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The Company will provide without charge, upon written or oral request,
to each person to whom a copy of this Registration Statement is delivered, a
copy of any or all of the documents incorporated by reference herein, not
including exhibits to such documents. Requests for such copies should be
directed to the Secretary, Convergys Corporation, 201 East Fourth Street,
Cincinnati, Ohio 45202, telephone number (513) 723-7000.
ITEM 4. DESCRIPTION OF CAPITAL STOCK.
The common shares, without par value, are registered under Section 12
of the Securities Exchange Act of 1934.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There are no provisions in the amended Articles of Incorporation (the
"Articles") by which an officer or director may be indemnified against any
liability which he or she may incur in his or her capacity as such. However, the
Company has indemnification provisions in its Regulations which provide the
Company will, to the full extent permitted by Ohio law, indemnify all persons
whom it may indemnify under such law.
Reference is made to Section 1701.13(E) of the Ohio Revised Code, which
provides for indemnification of directors and officers in certain circumstances.
The Company provides liability insurance for its directors and officers
for certain losses arising from certain claims and charges, including claims and
charges under the Securities Act of 1933, which may be made against such persons
while acting in their capacities as directors and officers of the Company.
The above discussion of the Articles, Regulations and Section
1701.13(E) of the Ohio Revised Code is not intended to be exhaustive and is
respectively qualified in its entirety by the Articles, Regulations and such
statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits filed as part of this Registration Statement are described
in the Exhibit Index included in this filing.
ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales
of the securities registered hereunder are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
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(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this registration
statement or any material change to such
information in the registration statement;
provided, however, that the undertakings in clauses
(i) - (ii) hereof will not apply if the information
required to be included in a post-effective amendment
by those clauses is contained in periodic reports
filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in this registration
statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, pursuant to the provisions of Rule 512(h) of
Regulation S-K, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issues.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati and State of Ohio, on the 18th day of
July, 2002.
CONVERGYS CORPORATION
By: /s/ Steven G. Rolls
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Steven G. Rolls, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 18th day of July, 2002 by the
following persons in the capacities indicated.
Signature
Principal Executive Officer:
-------------------------------------------- Chairman, President, Chief Executive Officer and Director
James F. Orr*
/s/ Steven G. Rolls Principal Financial Officer:
-------------------------------------------- Chief Financial Officer
Steven G. Rolls
/s/ Michael D. Jones Principal Accounting Officer:
-------------------------------------------- Vice President and Controller
Michael D. Jones
Director
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John F. Barrett*
Director
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Gary C. Butler*
Director
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David B. Dillon*
Director
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Eric C. Fast*
Director
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Joseph E. Gibbs*
Director
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Roger L. Howe*
Director
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Steven C. Mason*
Director
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Philip A. Odeen*
Director
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Sidney A. Ribeau*
Director
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James M. Zimmerman*
* /s/ William H. Hawkins II
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William H. Hawkins II, as attorney-in-fact
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Pursuant to the requirements of the Securities Act of 1933, the
trustees of the plan (or other persons who administer the employee benefit plan)
have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati and State of
Ohio, on the 18th day of July, 2002.
CONVERGYS CORPORATION RETIREMENT
AND SAVINGS PLAN
By: Convergys Corporation
Employee Benefits Committee
By: /s/ Thomas A. Cruz
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Name: Thomas A. Cruz
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EXHIBIT INDEX
Exhibit Description Page
3.1* Amended Articles of Incorporation of the Company are hereby
incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-3 (File No. 333-45404) filed on August 10, 2000.
3.2* Regulations of the Company are hereby incorporated by reference to
Exhibit 3.2 to Pre-Effective Amendment No. 2 to the Company's
Registration Statement on Form S-1 (File No. 333-53619) filed on July
17, 1998.
4.1* Convergys Corporation Rights Agreement is hereby incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form S-8 (File No. 333-69633) filed December 23, 1998.
4.2 Convergys Corporation Retirement and Savings Plan, as amended.
5 Opinion of Counsel by Frost Brown Todd LLC.
23.1 Consent of Frost Brown Todd LLC (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of KPMG LLP, Chartered Accountants, Registered Auditor.
23.4 Consent of Ernst Young, LLP, independent auditors of the Registrant.
24 Powers of Attorney.
* Previously filed.
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