UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

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

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

Date of Report (Date of earliest event reported): February 25, 2014

STREAM GLOBAL SERVICES, INC.

(Exact name of registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	001-33739	26-0420454
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
3285 Northwood Circle Eagan, Minnesota		75201
(Address of Principal Executive Offices)		(Zip code)

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

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

~~N/A~~Not Applicable

(Former name ~~Name~~ or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

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 A.2. below):

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.02. ~~Departure~~Termination of ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~2012~~On ~~Stock~~March 3, ~~Option~~2014, ~~Plan~~in connection with the Merger (as defined and described under Item 2.01 below), Stream Global Services, Inc. (the “Company”) (i) caused a portion of the purchase price from the Merger to be deposited with Wells Fargo Bank, National Association (the “Trustee”), as trustee under the indenture (the “Indenture”), dated October 1, 2009 (the “Indenture”), governing the Company’s 11.25% Senior Secured Notes due 2014 (the “Senior Notes”), to satisfy and discharge the Indenture on such date and to fund the redemption of all outstanding Senior Notes and (ii) delivered a notice of full redemption (the “Notice”), in accordance with the terms of the Indenture. The Senior Notes will be redeemed at par on April 2, 2014 (the “Redemption Date”). The aggregate outstanding principal amount of the Senior Notes is approximately $230 million. Pursuant to the terms of the Indenture, all Senior Notes outstanding on the Redemption Date will be due and payable on the Redemption Date at the principal amount thereof plus accrued and unpaid interest thereon to, but not including, the Redemption Date (the “Redemption Price”).

OnItem ~~January 30, 2014, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of SGS Holdings, Inc~~2.01 ~~(“SGS”),~~Completion ~~the parent company and sole stockholder~~ of ~~Stream~~Acquisition ~~Global~~or ~~Services, Inc.~~Disposition ~~(the “Company”), approved the acceleration~~ of the vesting of all outstanding equity awards granted under the SGS 2012 Stock Incentive Plan (the “2012 Plan”), subject to and contingent upon the consummation of the merger (the “Merger”) contemplated by that certain Agreement and Plan of Merger, dated January 6, 2014, by and among Convergys Corporation, Comet Merger CoAssets.~~, SGS and the stockholders of SGS (the “Merger Agreement”).~~

~~The~~On ~~Compensation~~March 3, ~~Committee also determined that~~2014, ~~subject~~Comet toMerger ~~and~~Co. ~~contingent upon the consummation of the~~ (“Merger Sub”), asa ofwholly-owned ~~the~~subsidiary ~~effective time~~ of ~~the~~Convergys ~~Merger~~Corporation (~~the~~ “~~Effective Time~~Convergys”), ~~awards~~merged ~~outstanding under the 2012 Plan~~ with anand into ~~exercise~~SGS ~~price~~Holdings, ~~less~~Inc. ~~than the Per Share Merger Consideration~~ (~~as defined in the Merger Agreement~~“Parent”), ~~shall~~parent ~~be (i) terminated~~ and besole ofstockholder ~~no further force or effect and (ii) deemed to have been exercised as~~ of the ~~Effective~~Company ~~Time,~~pursuant ~~with each award holder~~ to bethat ~~paid~~certain ~~an amount equal to the Option Cash Amount (as defined in the Merger~~ Agreement) ~~pursuant to~~ and inPlan ~~accordance with the terms~~ of ~~the~~ Merger ~~Agreement. The~~dated ~~Compensation~~January 6, ~~Committee further determined that~~2014, ~~subject~~by to and ~~contingent~~among ~~upon~~Parent, ~~the~~Convergys, ~~consummation~~Merger ofSub ~~the Merger~~and, ~~any~~for ~~award~~limited ~~under~~purposes, the Sellers ~~2012~~listed ~~Plan~~on ~~with~~Schedule anI ~~exercise~~thereto ~~price equal to or greater than~~ (the ~~Per Share~~ “Merger ~~Consideration~~Agreement”), ~~shall~~with bethe ~~cancelled~~Parent assurviving of the ~~Effective~~Merger ~~Time~~as ~~and~~a nowholly-owned ~~payment~~subsidiary ~~will~~of beConvergys ~~made~~(the ~~with respect thereto~~“Merger”).

AThe ~~copy of the~~ Merger ~~Agreement~~became ~~has~~effective ~~been~~upon ~~filed~~the asfiling ~~Exhibit 2.1~~of tothe ~~that~~Certificate ~~certain~~of ~~Current~~Merger ~~Report on Form 8-K filed by the Company~~ with the ~~Securities~~Secretary ~~and~~of ~~Exchange~~State ~~Commission on January 7, 2014. The foregoing description~~ of the ~~Merger~~State ~~Agreement~~of ~~does~~Delaware ~~not~~with ~~purport~~an toeffective bedate ~~complete~~of March 3, ~~and~~2014 ~~is qualified in its entirety by reference to~~ (the ~~full~~“Effective ~~text of the Merger Agreement~~Time”).

~~Cash~~At ~~Award~~the Effective Time, each share of Parent common stock was converted into the right to receive an amount in cash, without interest (the “Per 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 in-the-money options of Parent and minus certain consolidated indebtedness and transaction expenses of Parent, by (ii) the outstanding common stock of Parent on a fully diluted basis.

~~Also~~In onaddition, ~~January 30~~as provided in the Merger Agreement, ~~2014~~each outstanding stock option of Parent, whether vested or unvested, that had an exercise price less than the ~~Compensation~~Per ~~Committee~~Share ~~approved~~Merger ~~payment~~Consideration was terminated at the Effective Time and the holder of asuch ~~cash~~option ~~award~~was inentitled to receive the ~~gross~~Per ~~amount~~Share Merger Consideration minus the exercise price of ~~$40~~such option,~~300~~ multiplied by the number of shares of Parent common stock subject to ~~Michael~~such ~~Henricks~~option. Parent common stock held by Parent, ~~Chief~~Convergys, ~~Financial~~Merger ~~Officer~~Sub or any of their respective subsidiaries was canceled and will not be entitled to receive the ~~Company~~Per Share Merger Consideration.

2The aggregate purchase price is subject to an adjustment following the closing based on actual levels of Parent’s cash and excess working capital at the closing, subject to certain limitations.

~~SIGNATURES~~In connection with the consummation of the Merger, Convergys paid off certain indebtedness of Parent and its subsidiaries at the closing of the Merger, including by depositing with the Trustee the funds necessary to pay the Redemption Price, as further described in Item 1.02 of this Current Report on Form 8-K.

~~Pursuant~~The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the ~~requirements~~full text of the ~~Securities~~Merger Agreement, ~~Exchange~~which ~~Act~~is ofattached ~~1934,~~as ~~the~~Exhibit ~~registrant~~2.1 ~~has~~to ~~duly~~the ~~caused~~Company’s ~~this~~Current ~~report~~Report toon beForm ~~signed~~8-K filed on ~~its~~January 7, ~~behalf~~2014 byand ~~the~~is ~~undersigned~~incorporated ~~thereunto~~by ~~duly~~reference ~~authorized~~herein.

		Stream Global Services, Inc.
Dated:	January 31, 2014	By:	/s/ Matthew A. Ebert
			Matthew A. Ebert
			General Counsel

3Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference.

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

On February 25, 2014, the Compensation Committee of the Board of Directors of the Company authorized payment of cash bonuses under the Company’s (i) 2013 Management Incentive Plan (“2013 MIP”) to 2013 MIP participants, including the Company’s executive officers, and (ii) 2013 EVP Global Sales Compensation Plan (“2013 SIP”) to Gregory Hopkins, the Company’s EVP of Global Sales. The Company’s executive officers were awarded bonuses as follows:


	Amount of Award
Kathryn V. Marinello Chairman, President and Chief Executive Officer	$	604,240
Michael Henricks Chief Financial Officer	$	107,016
Brian Delaney Chief Operating Officer	$	192,192
Gregory Hopkins EVP of Global Sales	$	219,000

Also on February 25, 2014, Ms. Marinello executed a waiver of her entitlement to receive certain compensation, payments and benefits (“Benefits”) that may be considered contingent on a change in control of Parent in an amount which could result in her receipt of “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (together with the applicable regulations thereunder, “Section 280G”), and made the receipt of such Benefits contingent on the approval of stockholders in accordance with Section 280G. On February 27, 2014, the stockholders of Parent approved the payment of such Benefits to Ms. Marinello in connection with, and subject to, the consummation of the Merger.

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.


	STREAM GLOBAL SERVICES, INC.
Date: March 3, 2014	By:	/s/ Tammy L. Rohrer
	Name:	Tammy L. Rohrer
	Title:	Secretary

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