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 29, 2006 (December 29,
2006)
Conversion
Services International, Inc.
(Exact
name of registrant as specified in its charter)
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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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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
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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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o
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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
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Reference
is made to that certain Amended and Restated Senior Subordinated Convertible
Promissory Note issued to Sands Brothers Venture Capital LLC by Conversion
Services International, Inc. (“CSI”),
to
that certain Amended and Restated Senior Subordinated Convertible Promissory
Note issued to Sands Brothers Venture Capital III LLC by CSI and to that certain
Amended and Restated Senior Subordinated Convertible Promissory Note issued
to
Sands Brothers Venture Capital IV LLC by CSI (the “Notes”).
The
Maturity Date in each of the Notes is January 1, 2007. In consideration for
a
cash payment from CSI of $15,000, payable on a pro rata basis based on the
level
of investment to each of Sands Brothers Venture Capital LLC, Sands Brothers
Venture Capital III LLC and Sands Brothers Venture Capital IV LLC (the
“Funds”),
the
Funds agree to extend the Maturity Date to January 31, 2007. All other terms
of
the Notes remain in full force and effect.
Item 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
In
March
2004, CSI acquired DeLeeuw Associates, Inc. At that time, Mr. Robert C. DeLeeuw,
founder and president of DeLeeuw Associates, signed on for a three year term
as
a member of the CSI management team to facilitate the acquisition and
integration of DeLeeuw Associates. As this transition period comes to a close,
CSI has entered into a new agreement with Mr. DeLeeuw, in which Mr. DeLeeuw
will
provide consulting services to CSI and DeLeeuw Associates, and will advise
on
business development activities with certain key clients. The consulting
agreement also contains certain confidentiality, non-competition and assignment
of work product provisions for the benefit of CSI. Effective with this
transition, Mr. DeLeeuw has resigned from the CSI Board of Directors and as
senior vice president.
.
Item
9.01. Financial Statements and Exhibits.
Set
forth
below is a list of Exhibits included as part of this Current Report.
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99.1
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Press
Release, 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,
(i)
statements with respect to the Company’s plans, objectives, expectations and
intentions; and (ii) 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
29, 2006 |
CONVERSION
SERVICES INTERNATIONAL, INC.
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By: |
/s/ Scott
Newman |
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Name:
Scott Newman
Title:
President and Chief Executive
Officer
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