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) May 3, 2007 (April 27,
2007)
-
Conversion
Services International, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-30420
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20-0101495
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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100
Eagle Rock Avenue, East Hanover, New Jersey
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07936
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (973)
560-9400
Not
Applicable
(Former
name or former address, if changed since last report)
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
April
27, 2007, Conversion Services International, Inc. (the “Company”)
issued
a 10% Convertible Unsecured Note (the “Note”)
to
certain
investors represented by TAG Virgin
Islands, Inc.
(the
“Investor”)
for
$250,000. The Note will automatically convert into 833,333 shares of the
Company’s common stock, $0.001 par value (the “Common
Stock”),
upon
the effectiveness of the Information Statement on Schedule 14C, filed
preliminarily by the Company with the Securities and Exchange Commission on
March 8, 2007, amended on April 9, 2007, and filed definitively on May 1, 2007
(the “Information
Statement”).
The
Information Statement relates to a stockholder action which has been approved
by
written consent of stockholders of the Company who hold approximately 53% (in
excess of a majority) of the voting power of the Common Stock. Such stockholder
action has approved: (i) a Certificate of Amendment to the Certificate of
Incorporation of the Company (the “Certificate of Amendment”) pursuant to which
the authorized Common Stock of the Company under the Certificate of
Incorporation, as amended, will be increased from 100,000,000 shares up to
200,000,000 shares of such Common Stock, to be effective as of the filing of
the
Certificate of Amendment with the Delaware Secretary of State, and (ii) as
required by the rules of the American Stock Exchange, the issuance of the Note
that, upon exercise and conversion thereof, would result in the issuance in
an
aggregate amount greater than 20% of our outstanding shares of Common Stock.
In
accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the stockholder action is expected to become effective twenty
(20) calendar days following the mailing of the Information Statement, or
as soon thereafter as is reasonably practicable.
The
Investor was also
granted a warrant (the “Warrant”)
to
purchase 833,333 shares of the Common Stock, exercisable at a price of $0.33
per
share (subject to adjustment). The Warrant is exercisable for a period of
five years.
The
information set forth herein with respect to the Note and the Warrant is meant
to be a summary only. The entire agreements are attached hereto as Exhibits
to
this Current Report on Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities.
See
Item 1.01 of this Current Report on Form 8-K, which is incorporated
herein by this reference, for a description of the terms of the common stock
purchase instrument and the warrant exercisable into shares of Common
Stock.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit
Number
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Description
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10.1
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10%
Convertible Unsecured Note issued to the Investor,
dated April 27, 2007.
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10.2
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Common
Stock Purchase Warrant issued to the
Investor,
dated April 27, 2007.
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This
Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, statements with
respect to the Company’s plans, objectives, expectations and intentions and
other statements identified by words such as “may”, “could”, “would”, “should”,
“believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar
expressions. These statements are based upon the current beliefs and
expectations of the Company’s management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors
(many of which are beyond the Company’s control).
*
*
*
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.
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CONVERSION
SERVICES INTERNATIONAL, INC. |
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| May
3,
2007 |
By: |
/s/ Scott
Newman |
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Name:
Scott
Newman
Title: President,
Chief Executive Officer and Chairman
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