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) September 16, 2005
(September 15, 2005)
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Conversion Services International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-30420 20-1010495
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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: (973) 560-9400
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Not Applicable
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(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:
|_| 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 8.01. Other Events
On September 15, 2005, Conversion Services International, Inc., a Delaware
corporation (the "Company"), announced that its common stock is expected to
begin trading on the American Stock Exchange LLC on September 21, 2005 under the
symbol "CVN". This is contingent upon the Company being in compliance with all
applicable listing standards on the date it begins trading on the Exchange and
may be rescinded if the Company is not in compliance with such standards. In
connection with the listing, the Company filed a Registration Statement on Form
8-A with the Securities and Exchange Commission. In addition, and in connection
with the listing, the Company's Board of Directors declared a 1-for-15 reverse
stock split of the Company's common stock, which was approved by the Company's
stockholders on August 8, 2005. The reverse split is expected to become
effective after the close of business on September 20, 2005. As a result of the
reverse split, the total number of common shares outstanding will be reduced
from approximately 811 million to approximately 54 million. In addition, the
total number of authorized shares of common stock will be reduced from 1 billion
to 85 million.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release of the Company, dated September 15, 2005.
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).
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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.
September 16, 2005 CONVERSION SERVICES INTERNATIONAL, INC.
By: /s/ Scott Newman
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Name: Scott Newman
Title: President and Chief Executive Officer