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) June 28, 2007 (June 28,
2007)
Conversion
Services International, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-30420
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20-0101495
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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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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.
Reference
is made to that certain Certificate of Designations of the Series B
Convertible Preferred Stock of Conversion Services International, Inc. (the
“Company”) filed with the Secretary of the State of Delaware, dated August 11,
2006 (“Certificate of Designations”) (filed as Exhibit 4.1 to the Company’s
Current Report on Form 8-K, dated August 17, 2006). On August 11, 2006, the
Company entered into a Stock Purchase Agreement with Matthew
J. Szulik
(“Szulik”),
pursuant to which the Company issued 20,000 shares of the Company’s newly
created Series B Convertible Preferred Stock, $0.001 par value (the “Series B
Preferred”).
Upon
execution, it was the intent of the Company and Szulik to have the instrument
recorded as a component of permanent stockholders equity. However, several
provisions in the Certificate of Designations did not initially meet the
accounting requirements to allow this classification and, as a result, the
instrument was recorded in mezzanine. These provisions have been revised, and
the Company and Szulik have agreed to amend the Certificate of Designations
as
follows:
· |
Section
4 - This section now states that a liquidation event will be within
the
Company’s control and require approval by the majority of the Company’s
board of directors as it exists prior to a transaction before the
transaction can occur. A hostile takeover event is also excluded from
the
definition of a liquidation event; and
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· |
Sections
5(e)(v) and 5(e)(vi) - Both paragraphs now state that the transactions
contemplated by each respective paragraph require approval by the majority
of the Company’s board of directors as it exists prior to the effect of
the transaction before the transaction can occur, and the transaction
must
be completely in the Company’s control.
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All
other
terms and provisions of the Certificate of Designations remain
unchanged.
The
information set forth herein with respect to the Certificate of Designations
is
meant to be a summary only. The entire agreement is attached hereto as an
exhibit 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 which are convertible/exercisable into shares of the Company’s common
stock.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number |
Description |
4.1 |
Certificate
of Amendment of Certificate of Designations of the Series B
Convertible Preferred Stock filed with the Secretary of the State
of
Delaware, dated June 28, 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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Date: June
28, 2007 |
By: |
/s/ Scott
Newman |
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Name:
Scott
Newman |
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Title: President,
Chief Executive Officer and
Chairman |