UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~November 6, 2013~~

January 6, 2014

STREAM GLOBAL SERVICES, INC.

(Exact Name of Registrant as Specified in Charter)

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

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

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

N/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):

~~(Former~~¨ ~~Name~~Written orcommunications ~~Former~~pursuant ~~Address,~~to ifRule ~~Changed~~425 ~~Since~~under ~~Last~~the ~~Report~~Securities Act (17 CFR 230.425)

~~Check~~¨ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~240.14a-12)

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

~~o Soliciting~~¨ ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~ 13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

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

~~o Pre~~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 wholly-~~commencement~~owned ~~communications~~subsidiary ~~pursuant~~of Convergys and, for limited purposes, the Sellers listed on Schedule I thereto. Pursuant to ~~Rule 13e~~the Merger Agreement, Merger Sub will merge with and into Parent (the “Merger”), with Parent surviving the Merger as a wholly-4owned subsidiary of Convergys. At the effective time of the Merger (cthe “Effective Time”) ~~under~~, each share of Parent common stock (other than shares held by stockholders that properly exercise appraisal rights) will be converted into the ~~Exchange~~right ~~Act~~to receive an amount in cash, without interest (17the ~~CFR~~“Per ~~240.13e~~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-4the-money options of Parent and minus debt and certain transaction expenses of Parent, by (cii)) 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.

~~Item~~The 2Boards of Directors of each of Parent and Convergys have approved the Merger.~~02.~~ ~~Results~~Parent has also delivered to Convergys a copy of ~~Operations~~an irrevocable written consent executed by holders of 100% of the currently outstanding shares of common stock of Parent, adopting the Merger Agreement and ~~Financial~~the ~~Condition~~transactions contemplated thereby.

OnThe ~~November 6,~~aggregate ~~2013,~~purchase ~~Stream~~price ~~Global~~will ~~Services, Inc.~~be ~~issued~~subject ato ~~press~~an ~~release~~adjustment ~~announcing~~following ~~its~~the ~~financial~~closing ~~results~~based ~~for~~on ~~the~~actual ~~third~~levels ~~quarter~~of ~~ended~~Parent’s ~~September 30,~~cash and ~~2013~~excess working capital at the closing. ~~The~~In ~~press~~no ~~release~~event iswill ~~attached~~the topost-closing ~~this~~adjustment ~~report~~in asfavor ~~Exhibit 99~~of either party be greater than $15 million.1.

The ~~information~~Merger inis ~~this~~subject ~~Form 8~~to customary closing conditions, including among other things, the expiration or termination of the applicable waiting period under the Hart-KScott-Rodino ~~and~~Antitrust ~~Exhibit 99.1~~Improvements isAct ~~not~~of ~~deemed~~1976, as amended (the “~~filed~~HSR Act”); ~~for~~and ~~purposes~~the absence of ~~Section 18~~any law or injunction prohibiting consummation of the ~~Securities~~Merger. ~~Exchange~~The ~~Act~~obligation of ~~1934~~each orparty ~~otherwise~~to close the Merger is also subject to the ~~liabilities~~accuracy of ~~that~~representations ~~section,~~and ~~nor~~warranties isof, itand ~~deemed~~compliance ~~incorporated~~with covenants by, ~~reference~~the other party as set forth in ~~any~~the ~~filing~~Merger ~~under~~Agreement. The closing of the ~~Securities~~Merger ~~Act~~is expected to take place on the latest to occur of ~~1933~~(i) the first business day after March 1, 2014, (ii) the second business day following satisfaction or ~~Securities~~waiver ~~Exchange~~of ~~Act~~the conditions to closing and (iii) the first business day after the final day of ~~1934,~~a ~~except~~20 asconsecutive ~~specifically~~business ~~indicated~~day inmarketing ~~any~~period related to financing of the Merger (or such ~~filing~~earlier date specified by Convergys on seven business days’ prior notice).

~~Item~~The ~~9.01~~Merger Agreement ~~Financial~~provides ~~Statements~~that Parent and ~~Exhibits~~Convergys may mutually agree to terminate the Merger Agreement before completing the Merger. In addition, either Parent or Convergys may decide to terminate the Merger Agreement if:

• the Merger is not consummated by May 6, 2014, which date will be extended automatically until September 5, 2014, if approval under the HSR Act has not yet been obtained (dthe “Termination Date”) ~~Exhibits~~;

~~See~~• a final, non-appealable order, judgment or injunction permanently restraining, enjoining or prohibiting the ~~Exhibit Index~~Merger ~~attached~~has tobeen ~~this~~issued; ~~report.~~or

2• the other party breaches its representations, warranties or covenants in the Merger Agreement such that the closing conditions cannot be satisfied, and such breach is not cured (i) within 30 calendar days after receipt of notice of the breach or (ii) by the business day prior to the Termination Date.

~~SIGNATURES~~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.

~~Pursuant~~Convergys, to the ~~requirements~~Sellers ofand the ~~Securities~~option ~~Exchange~~holders, ~~Act~~severally ofbut ~~1934~~not jointly, ~~the~~have ~~registrant~~agreed ~~has~~to ~~duly~~provide ~~caused~~one ~~this~~another ~~report~~with toa belimited ~~signed~~post-closing onindemnity ~~its~~for ~~behalf~~breaches byof ~~the~~certain ~~undersigned~~fundamental ~~hereunto~~representations ~~duly~~and ~~authorized~~warranties in the Merger Agreement.

	STREAM GLOBAL SERVICES, INC.
Date: November 6, 2013
	By:	/s/ Michael Henricks
	Name:	Michael Henricks
	Title:	Chief Financial Officer

A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and incorporated herein by reference. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

3The 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.

~~EXHIBIT INDEX~~Item 8.01 Other Events

Exhibit No.		Description
99.1		Press release issued by Stream Global Services, Inc. on November 6, 2013

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.

4Item 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.