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)
|
February
8, 2006 (February 2,
2006)
|
Conversion
Services International,
Inc.
|
(Exact
name of registrant as specified in
its charter)
|
Delaware
|
|
0-30420
|
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20-1010495
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(State
or other
jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
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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:
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(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))
|
□
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item
1.01. Entry into a Material Definitive Agreement.
On
February 2, 2006, Conversion Services International, Inc. (the “Company”)
entered into a Securities Purchase Agreement with Taurus Advisory Group LLC
(“Taurus”), pursuant to which it issued
19,000 shares of the Company’s newly created Series A Convertible Preferred
Stock, $.001 par value (the “Series A Preferred”). Each share of Series A
Preferred has a stated value of $100.00. The Company utilized the proceeds
($1,900,000) to repurchase shares of its common stock as set forth in Item
8.01
below.
The
Series A Preferred has a cumulative annual dividend equal to five percent (5%),
which is payable semi-annually in cash or common stock, at the election of
the Company, and is convertible into shares of the Company’s common stock at any
time at a price equal to $.50 per share (subject to adjustment). In addition,
the Series A Preferred has no voting rights, but has liquidation preferences
and
certain other privileges. All shares of Series A Preferred not previously
converted shall be redeemed by the Company, in cash or common stock, at the
election of Taurus, on February 1, 2011.
Pursuant
to the Securities Purchase Agreement, Taurus was also granted a warrant to
purchase 1,900,000 shares of the Company’s common stock (the “Warrant”)
exercisable at a price of $.60 per share (subject to adjustment). The
Warrant is exercisable for a period of five years.
Pursuant
to a Registration Rights Agreement, the Company agreed to file a registration
statement covering the shares of common stock underlying the Series A Preferred
and the Warrant. Such registration rights are more fully set forth in the
Registration Rights Agreement attached to this Current Report on Form 8-K as
Exhibit 10.2.
The
information set forth herein with respect to the Securities Purchase Agreement,
the Series A Preferred, the Warrant and the Registration Rights Agreement 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 a preferred stock
instrument and warrants which are convertible/exercisable into shares of the
Company’s common stock.
Item
8.01 Other Events.
On
February 1, 2006, the board of directors of the Company approved an
authorization to repurchase 3,892,355 shares
of
its common stock, which represents 7.2% of the fully diluted Company’s
outstanding shares. The Company issued a press release regarding such
authorization, a copy of which is furnished as Exhibit 99.1 to this Report
and
is incorporated into this Report by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibit
Number Description
4.1 |
Certificate
of Designations of the Series A Convertible Preferred Stock filed
with the Secretary of the State of Delaware on February 3,
2006
|
10.1 |
Securities
Purchase Agreement by and between the Company and Taurus Advisory
Group,
LLC, dated February 2, 2006.
|
10.2 |
Registration
Rights Agreement by and between the Company and Taurus Advisory Group,
LLC, dated February 2, 2006.
|
10.3 |
Common
Stock Purchase Warrant issued to Taurus Advisory Group, LLC dated
February 2, 2006.
|
99.1 |
Press
Release dated February 2, 2006
|
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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|
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February
8, 2006 |
CONVERSION
SERVICES INTERNATIONAL, INC. |
|
|
|
|
By: |
/s/ Scott
Newman |
|
Name:
Scott Newman |
|
Title: President
and Chief Executive Officer |