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) March 4, 2004
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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 File Number) (IRS Employer
of incorporation) 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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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 4, 2004, Conversion Services International, Inc. (the "Company")
completed the merger of its wholly owned subsidiary, DeLeeuw Conversion LLC
("DCL"), with DeLeeuw Associates, Inc., a privately-held New Jersey corporation
("DAI"). The merger was completed pursuant to that certain Acquisition Agreement
among the Company, DAI and Robert C. DeLeeuw ("Mr. DeLeeuw"), and that certain
Plan and Agreement of Merger and Reorganization among the Company, DAI and DCL.
At the closing of the merger, DAI was merged with and into DCL, and Mr. DeLeeuw
received $2,000,000 and 80,000,000 shares of common stock of the Company
(approximately 11.9% of the outstanding shares). On March 5, 2004, DCL changed
its name to DeLeeuw Associates, LLC ("DAI").
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. The financial statements required
by Item 7(a) will be filed no later than May 3, 2004.
(b) Pro Forma Financial Information. The financial statements required by Item
7(b) will be filed no later than May 3, 2004.
(c) Exhibits.
Set forth below is a list of Exhibits included as part of this Current Report.
2.1 Acquisition Agreement, dated February 27, 2004, among the Company, DAI
and Mr. DeLeeuw.
2.2 Plan and Agreement of Merger and Reorganization, dated February 27,
2004, among the Company, DAI and DCL.
2.3 Certificate of Merger relating to the merger of DAI and DCL in
Delaware.
2.4 Certificate of Merger relating to the merger of DAI and DCL in New
Jersey.
2.5 Certificate of Amendment to Certificate of Formation relating to name
change of DCL.
99.1 Press Release of CSI, dated February 26, 2004, relating to the merger
transaction.
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Statements contained in this Current Report on Form 8-K, which are not
historical facts, are forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based largely on current expectations and are subject to a number
of known and unknown risks, uncertainties and other factors beyond our control
that could cause actual events and results to differ materially from these
statements. These statements are not guarantees of future performance, and
readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this release. We undertake no
obligation to update publicly any forward-looking statements.
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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.
March 11, 2004 CONVERSION SERVICES INTERNATIONAL, INC.
By: /s/ Scott Newman
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Name: Scott Newman
Title: President and Chief Executive Officer