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) December 6, 2005 (November 30,
2005)
Conversion
Services International, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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|
0-30420
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20-1010495
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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)
□
|
Written
communications pursuant to Rule 425 under the Securities
Act
(17 CFR 230.425)
|
□
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
□
|
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
November 30, 2005, Conversion Services International, Inc. (the “Company”)
entered into an Omnibus Amendment Agreement with Laurus Master Fund, Ltd.
("Laurus"), pursuant to which it, among other things, (a) amended and restated
a
certain convertible promissory note, (b) amended and restated a certain
convertible revolving promissory note, and (c) amended and restated a secured
convertible minimum borrowing note, each which was previously issued to Laurus.
The amendments are more fully described below:
Amended
Laurus Agreement
On
November 30, 2005, the Company entered into an Omnibus Amendment (the
“Amendment”) to the Securities Purchase Agreement dated August 16, 2004 and
subsequently amended on July 28, 2005. Pursuant to the Amendment, the Company:
(i) amended and restated a convertible note in the principal amount of $749,000
by reducing the conversion rate of such note from $2.10 to $1.00, (ii) amended
and restated a secured revolving convertible note by increasing the principal
amount available from $4,500,000 to $5,500,000 and reducing the conversion
rate
from $2.10 to $1.00, and (iii) amended and restated a secured convertible
minimum borrowing note in the principal amount of $2,000,000 by reducing
the
fixed conversion price from $2.10 to $.65.
The
Company also entered into a Reaffirmation and Ratification Agreement which
reaffirms and ratifies its obligations to Laurus in connection with a Master
Security Agreement, a Stock Pledge Agreement and Security Agreement, each
of
which were entered into on August 16, 2004 and amended on July 28, 2005.
Item
9.01. Financial Statements and Exhibits.
Exhibits
10.1 |
Amended
and Restated Secured Revolving Note in the principal amount of
$5,500,000
|
10.2 |
Amended
and Restated Secured Convertible Term Note in the principal amount
of
$749,000
|
10.3 |
Secured
Convertible Term Note in the principal amount of
$2,000,000
|
10.4 |
Omnibus
Amendment dated November 30, 2005
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10.5 |
Reaffirmation
and Ratification Agreement dated November 30,
2005
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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).
*
*
*
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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December
6, 2005 |
CONVERSION
SERVICES INTERNATIONAL, INC. |
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By: |
/s/ Scott
Newman |
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Name:
Scott Newman |
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Title:
President and Chief Executive
Officer |