UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): January 30, 2014

Date of report (Date of earliest event reported):

January 6, 2014

STREAM GLOBAL SERVICES, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as Specified in its Charter)

Delaware		001-33739		26-0420454
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification ~~Number~~No.)

3285 Northwood Circle
3285 Northwood Circle, Eagan Minnesota		55121
Eagan, Minnesota		55121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (651) 288-2979

~~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 Instruction~~ N/A~~.2. below):~~

¨(Former ~~Written~~Name ~~communications~~or ~~pursuant~~Former toAddress, ~~Rule~~if ~~425~~Changed ~~under~~Since ~~the~~Last ~~Securities Act (17 CFR 230.425~~Report)

¨Check ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant under any of the following provisions:

¨o Written ~~Pre-commencement~~ communications pursuant to Rule 425 ~~14d-2(b)~~ under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

¨o Soliciting ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~13e~~ 14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item~~o Pre-commencement ~~1.01~~communications ~~Entry~~pursuant ~~into~~to aRule 14d-2(b) under ~~Material~~the ~~Definitive~~Exchange ~~Agreement~~Act (17 CFR 240.14d-2(b))

On January 6, 2014, SGS Holdings, Inc. (“Parent”), the parent and sole stockholder of Stream Global Services, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Convergys Corporation (“Convergys”) and Comet Merger Co. (“Merger Sub”), a whollyo Pre-~~owned~~commencement ~~subsidiary~~communications ofpursuant ~~Convergys and, for limited purposes, the Sellers listed on Schedule I thereto. Pursuant~~ to ~~the Merger Agreement, Merger Sub will merge with and into Parent (the “Merger”), with Parent surviving the Merger as a wholly~~Rule 13e-~~owned subsidiary of Convergys. At the effective time of the Merger~~ 4(~~the “Effective Time”~~c), under ~~each share of Parent common stock (other than shares held by stockholders that properly exercise appraisal rights) will be converted into~~ the ~~right~~Exchange toAct ~~receive an amount in cash, without interest~~ (~~the~~17 ~~“Per~~CFR Share Merger Consideration”), determined by dividing (i) the aggregate purchase price, which is based on a total enterprise value for Parent of $820 million, plus cash, excess working capital and the aggregate exercise price of the in240.13e-~~the-money options of Parent and minus debt and certain transaction expenses of Parent, by~~ 4(iic) the outstanding common stock of Parent on a fully diluted basis. Each outstanding stock option of Parent, whether vested or unvested, that has an exercise price less than the Per Share Merger Consideration will be terminated at the Effective Time and the holder of such option shall be entitled to receive the Per Share Merger Consideration minus the exercise price of such option, multiplied by the number of shares of Parent common stock subject to such option. Parent common stock held by Parent, Convergys, Merger Sub or any of their respective subsidiaries will be canceled and will not be entitled to receive the Per Share Merger Consideration. Convergys will pay off certain debt of Parent and its subsidiaries at the closing of the Merger, including the Company’s 11.25% Senior Secured Notes due 2014. )

~~The~~Item ~~Boards~~5.02. Departure of Directors ofor ~~each~~Principal ofOfficers; ~~Parent~~Election ~~and Convergys have approved the Merger. Parent has also delivered to Convergys a copy~~ of anDirectors; ~~irrevocable~~Appointment ~~written consent executed by holders~~ of ~~100%~~Principal ofOfficers; ~~the~~Compensatory ~~currently~~Arrangements ~~outstanding shares~~ of ~~common~~Certain ~~stock of Parent, adopting the Merger Agreement and the transactions contemplated thereby~~Officers.

~~The~~2012 ~~aggregate~~Stock ~~purchase~~Option price will be subject to an adjustment following the closing based on actual levels of Parent’s cash and excess working capital at the closing. In no event will the post-closing adjustment in favor of either party be greater than $15 million. Plan

~~The~~On ~~Merger~~January 30, is2014, ~~subject~~the toCompensation ~~customary~~Committee ~~closing~~(the ~~conditions,~~“Compensation ~~including~~Committee”) ~~among~~of ~~other things,~~ the ~~expiration~~Board orof ~~termination~~Directors of ~~the~~SGS ~~applicable~~Holdings, Inc. ~~waiting period~~(“SGS”), ~~under~~ the ~~Hart-Scott-Rodino~~parent ~~Antitrust~~company ~~Improvements~~and ~~Act~~sole stockholder of ~~1976,~~Stream asGlobal ~~amended~~Services, Inc. (the “~~HSR Act~~Company”);, ~~and~~approved the ~~absence~~acceleration of ~~any~~the ~~law~~vesting orof ~~injunction~~all ~~prohibiting~~outstanding ~~consummation~~equity ofawards ~~the~~granted ~~Merger.~~under ~~The~~the ~~obligation~~SGS of2012 ~~each~~Stock ~~party~~Incentive toPlan ~~close~~ (the ~~Merger~~“2012 isPlan”), ~~also~~ subject to ~~the accuracy of representations~~ and ~~warranties~~contingent ~~of,~~upon ~~and compliance with covenants by,~~ the ~~other~~consummation ~~party~~of ~~as set forth in~~ the ~~Merger~~merger ~~Agreement. The closing of~~ (the “Merger”) iscontemplated ~~expected~~by tothat ~~take~~certain ~~place~~Agreement onand ~~the~~Plan ~~latest to occur~~ of ~~(i) the~~Merger, ~~first business~~dated ~~day after March~~January 16, 2014, ~~(ii) the~~by ~~second~~and ~~business~~among ~~day~~Convergys ~~following~~Corporation, ~~satisfaction~~Comet orMerger ~~waiver~~Co., ofSGS ~~the conditions to closing~~ and ~~(iii)~~ the ~~first~~stockholders ~~business day after the final day~~ of aSGS ~~20 consecutive business day marketing period related to financing of~~ (the “Merger ~~(or such earlier date specified by Convergys on seven business days’ prior notice~~Agreement”).

The Compensation Committee also determined that, subject to and contingent upon the consummation of the Merger , as of the effective time of the Merger (the “Effective Time”), awards outstanding under the 2012 Plan with an exercise price less than the Per Share Merger Consideration (as defined in the Merger Agreement) ~~provides~~shall ~~that~~be ~~Parent~~(i) terminated and ~~Convergys~~be ~~may~~of ~~mutually~~no ~~agree~~further force or effect and (ii) deemed to ~~terminate~~have been exercised as of the Effective Time, with each award holder to be paid an amount equal to the Option Cash Amount (as defined in the Merger Agreement) ~~before~~pursuant ~~completing~~to and in accordance with the terms of the Merger Agreement. The InCompensation ~~addition~~Committee further determined that, ~~either~~subject ~~Parent~~to orand ~~Convergys~~contingent ~~may~~upon ~~decide~~the consummation of the Merger, any award under the 2012 Plan with an exercise price equal to ~~terminate~~or greater than the Per Share Merger ~~Agreement~~Consideration ~~if:~~shall be cancelled as of the Effective Time and no payment will be made with respect thereto.

•A copy of the Merger isAgreement ~~not~~has ~~consummated~~been byfiled ~~May~~as 6,Exhibit 2.1 ~~2014,~~to ~~which~~that ~~date~~certain ~~will~~Current beReport ~~extended~~on ~~automatically~~Form 8-K ~~until~~filed ~~September~~by 5the Company with the Securities and Exchange Commission on January 7, 2014,. The ifforegoing ~~approval~~description ~~under~~of the ~~HSR~~Merger ~~Act~~Agreement ~~has~~does not ~~yet~~purport ~~been~~to ~~obtained~~be (complete and is qualified in its entirety by reference to the ~~“Termination~~full ~~Date”);~~text of the Merger Agreement.

•Cash ~~a final, non-appealable order, judgment or injunction permanently restraining, enjoining or prohibiting the Merger has been issued; or~~Award

•Also ~~the~~on ~~other~~January 30, ~~party breaches its representations~~2014, ~~warranties~~the orCompensation ~~covenants~~Committee inapproved ~~the~~payment ~~Merger~~of ~~Agreement~~a ~~such~~cash ~~that~~award in the ~~closing~~gross ~~conditions~~amount ~~cannot~~of ~~be satisfied~~$40,300 ~~and~~to ~~such~~Michael ~~breach~~Henricks, isChief ~~not~~Financial ~~cured~~Officer ~~(i) within 30 calendar days after receipt~~ of ~~notice of~~ the ~~breach or (ii) by the business day prior to the Termination Date~~Company.

The parties have agreed to customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants for Parent to (i) operate its business in the ordinary course until closing and to refrain from taking certain actions and (ii) use reasonable best efforts to preserve its business organization and maintain existing relations with governmental authorities, customers, suppliers and distributors. Parent and Convergys have each agreed to use its reasonable best efforts to obtain required governmental approvals to effect the Merger, provided that Convergys is not required to take any action that would reasonably be expected to have a material adverse effect on Parent and its subsidiaries, taken as a whole, Convergys or its subsidiaries, taken as a whole, or on the aggregate expected benefits to be derived by Convergys and its subsidiaries (on a combined basis with Parent and its subsidiaries) as a result of the Merger. Parent has also committed, subject to customary conditions and limitations, to cooperate with Convergys to assist Convergys in obtaining financing related to the Merger, as described below, the obtainment of which is not a condition to closing the Merger. 2

Convergys, the Sellers and the option holders, severally but not jointly, have agreed to provide one another with a limited post-closing indemnity for breaches of certain fundamental representations and warranties in the Merger Agreement. SIGNATURES

APursuant ~~copy~~to of the ~~Merger~~requirements ~~Agreement~~of isthe ~~attached~~Securities ~~hereto~~Exchange asAct ~~Exhibit 2.1 and incorporated herein by reference. The foregoing description~~ of 1934, the ~~Merger~~registrant ~~Agreement~~has ~~does~~duly ~~not~~caused ~~purport~~this report to be ~~complete~~signed ~~and~~on ~~is qualified in~~ its ~~entirety~~behalf by ~~reference to~~ the ~~full~~undersigned ~~text~~thereunto ofduly ~~the Merger Agreement~~authorized.

The above description of the Merger Agreement and the copy of the Merger Agreement attached hereto have been included to provide investors with summary information regarding its terms. The Merger Agreement contains representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for purposes of that contract between the parties, are subject to qualifications and limitations agreed by the parties in connection with negotiating the terms of that contract, and are not intended to be relied upon by third parties. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from those generally applicable to investors, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. The Merger Agreement is not intended to be a source of factual, business or operational information about Parent beyond information regarding the legal relationships between the parties to the Merger Agreement with respect to the Merger that it governs.

		Stream Global Services, Inc.

Dated:	January 31, 2014	By:	/s/ Matthew A. Ebert
			Matthew A. Ebert
			General Counsel

~~Item 8.01 Other Events~~3

On January 6, 2014, the Company issued a press release announcing the signing of the Merger Agreement, a copy of which is furnished as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Document Description
2.1		Agreement and Plan of Merger, dated January 6, 2014
99.1		Press Release dated January 6, 2014

SIGNATURE

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: January 6, 2014

STREAM GLOBAL SERVICES, INC. By: /s/ Michael Henricks Name: Michael Henricks Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Document Description
2.1		Agreement and Plan of Merger, dated January 6, 2014
99.1		Press Release dated January 6, 2014

Filing Compare · Stream Global Services, Inc.