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 30, 2009
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)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation to the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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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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¨
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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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On June
30, 2009, Lori Cohen, President of the Registrant entered into an employment
agreement dated as of April 1, 2009 to serve as the President and Chief
Executive Officer of the Registrant for a term ending July 31, 2010, unless
further extended or earlier terminated. Pursuant to the employment
agreement, Ms. Cohen will receive the following compensation: (a) an annual
salary of $280,000; (b) bonus as determined by the Board of Directors; (c) 2% of
the gross sales of any project that is managed by Ms. Cohen; (d) 7.5% of net
income (subject to certain adjustments) of the Registrant for the period
commencing April 1, 2009 and ending December 31, 2009, provided Registrant’s net
income exceeds $133,000 during the period; the incentive payment for the annual
period commencing January 1, 2010 will be based on the Registrant’s net income
exceeding $200,000; (e) and such other benefits (including a car allowance) as
described in the employment agreement filed herewith as an exhibit.
On June
30, 2009, Scott Newman entered into an employment agreement with the Registrant
dated as of May 1, 2009 to serve as the Chief Strategy Officer for a term ending
April 31, 2010 unless extended or earlier terminated. Pursuant to the
employment agreement, Mr. Newman will receive the following compensation: (a) an
annual salary of $275,000; (b) 20% of his hourly billable rate billed to
clients; (c) 2% of the gross billing for clients for whom Mr. Newman serves as
the Engagement Manager, excluding Mr. Newman’s billable time for that client;
(d) 0.5% of the Registrant’s monthly gross profits on the first $400,000 and 5%
of the gross profit for the Registrant in excess of $400,000 for any given
month; (e) 2.5% of net income (subject to certain adjustments) of the Registrant
during the period commencing on April 1, 2009 and ending December 31, 2009,
provided Registrant net income exceeds $133,000; the incentive payment for the
annual period commencing January 1, 2010 will be based on the Registrant’s net
income exceeding $200,000; and (f) such other benefits (including a car
allowance) as described in the employment agreement filed herewith as an
exhibit.
On June
30, 2009, Glenn Peipert entered into an employment agreement dated as of May 1
2009, pursuant to which he will continue to serve as the Executive Vice
President and Chief Operating Officer of the Registrant for a term ending April
31, 2010 unless extended or earlier terminated. Pursuant to the
employment agreement, Mr. Peipert will receive the following compensation: (a)
an annual salary of $275,000; (b) 10% of his hourly billable rate billed to
clients; (c) 1.5% of gross revenue of any business leads brought in by Peipert
which result in recognized revenue; (d) 2.5% of net income (subject to certain
adjustments) of the Registrant during the period commencing on May 1, 2009 and
ending December 31, 2009, provided Registrant net income exceeds $133,000; the
incentive payment for the annual period commencing January 1, 2010 will be based
on the Registrant’s net income exceeding $200,000; and (e) such other benefits
(including a car allowance) as described in the employment agreement filed
herewith as an exhibit.
Item
9.01. Financial Statements and Exhibits.
10.1
Employment Agreement by and between Lori Cohen and the Registrant
10.2
Employment Agreement by and between Glenn Peipert and the
Registrant
10.3
Employment Agreement by and between Scott Newman and the Registrant
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.
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July
7, 2009
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CONVERSION
SERVICES
INTERNATIONAL,
INC.
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By:
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/s/ William
B. Hendry
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Name:
William B. Hendry
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Title:
Chief Financial
Officer
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