Unassociated Document
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) January 4, 2007 (December 29,
2006)
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Conversion
Services International, Inc.
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(Exact
name of registrant as specified in its charter)
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
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Not
Applicable
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(Former
name or former address, if changed since last report)
□
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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
1.01. Entry into a Material Definitive Agreement.
On
December 29, 2006, Conversion Services International, Inc. (the “Company”)
entered into a Stock Purchase Agreement with certain
investors (the
“Investors”),
pursuant to which the Company issued
3,000,000 shares of the Company’s common stock, $0.001 par value (the “Common
Stock”), and the Company received proceeds of $750,000.
Pursuant
to the Stock Purchase Agreement, the
Investors were
also
granted a warrant to purchase 1,500,000 shares of the Company’s common stock,
exercisable at a price of $0.30 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 purchased and the shares of Common
Stock underlying 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 Stock Purchase Agreement,
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 the common stock
purchase instrument and the warrant exercisable into shares of the Company’s
common stock.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number
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Description
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10.1
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Stock
Purchase Agreement by and between the Company and certain
investors,
dated December 29, 2006.
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10.2
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Registration
Rights Agreement by and between the Company
and certain investors,
dated December 29, 2006.
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10.3
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Common
Stock Purchase Warrant issued to certain
investors,
dated December 29, 2006.
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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.
January
4, 2007
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CONVERSION
SERVICES INTERNATIONAL, INC.
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By:
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/s/
Scott Newman
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Name:
Scott Newman
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Title: President,
Chief Executive Officer and
Chairman
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