UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 28, 2004
Conversion Services International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-30420 20-1010495
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 Eagle Rock Avenue
East Hanover, New Jersey 07936
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 560-9400
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 28, 2004, Conversion Services International, Inc. (the "Company"),
through its majority-owned subsidiary Evoke Asset Purchase Corp. ("Acquisition
Sub"), acquired substantially all of the assets and assumed substantially all of
the liabilities of Evoke Software Corporation, a privately-held California
corporation ("Evoke"). The acquisition ("Acquisition") was completed pursuant to
that certain Asset Purchase Agreement ("Agreement") by and between the Company,
Acquisition Sub and Evoke, attached hereto as Exhibit 2.1. In connection with
the Acquisition the Company: (i) issued 72,543,956 shares of its common stock to
Evoke, 7,150,000 of which have been deposited into an escrow account for a
period of one-year and may be reduced based upon claims for indemnification that
may be made pursuant to the Agreement; (ii) issued 5% of the outstanding shares
of Acquisition Sub to Evoke; (iii) issued 3,919,093 shares of its common stock
to certain executives of Evoke as a severance payment and to certain employees
as retention shares; (iv) agreed to pay $448,154.16 in deferred compensation
($189,583.38 to be paid over a seven month period and the remainder to be paid
over a twelve month period) to certain employees of Evoke; and (v) assumed
substantially all of Evoke's liabilities. The total purchase price paid by the
Company in connection with the Acquisition was determined based solely upon
negotiations between the Company and Evoke and does not necessarily bear any
relation to the value of the assets acquired.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. The financial statements required
by Item 7(a) will be filed no later than September 11, 2004.
(b) Pro Forma Financial Information. The financial statements required by Item
7(b) will be filed no later than September 11, 2004.
(c) Exhibits.
Set forth below is a list of Exhibits included as part of this Current Report.
Exhibit 2.1 - Asset Purchase Agreement dated as of May 26, 2004 *
Exhibit 99.1 - Press release dated June 29, 2004
* A copy of this press release is furnished as Exhibit 99.1 to this
report. This information shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and is not incorporated by
reference into any filing of the company, whether made before or after the date
of this report, regardless of any general incorporation language in the filing.
Statements contained in this Current Report on Form 8-K, which are not
historical facts, are forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based largely on current expectations and are subject to a number
of known and unknown risks, uncertainties and other factors beyond our control
that could cause actual events and results to differ materially from these
statements. These statements are not guarantees of future performance, and
readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this release. We undertake no
obligation to update publicly any forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
July 13, 2004 CONVERSION SERVICES INTERNATIONAL, INC.
By: /s/ Scott Newman
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Name: Scott Newman
Title: President and Chief Executive Officer