Conversion Services International Inc - Current report filing (8-K)
December 13 2007 - 3:57PM
Edgar (US Regulatory)
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
13, 2007 (December 11, 2007)
Conversion
Services International, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
0-30420
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20-1010495
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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)
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:
o
|
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)
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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))
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Item
1.01 Entry into a Material Definitive Agreement
On
December 11, 2007, Conversion Services International, Inc. (the “Company”)
entered into an Omnibus Amendment and Waiver No. 3 (the “Amendment”) with Laurus
Master Fund, Ltd. ("Laurus"), pursuant to which it, among other things, (a)
amended that certain Security Agreement, dated as of February 1, 2006 (as
amended, modified or supplemented form time to time, the “Security Agreement”)
and (b) amended that certain secured non-convertible revolving promissory note,
issued February 1, 2006 (as amended, modified or supplemented form time to
time,
the “Revolving Note”).
Pursuant
to the Amendment, the Company: (i) amended the Revolving Note to extend the
maturity date from December 31, 2007 to March 31, 2008 and to reduce the
principal amount to $3,000,000 and, (ii) amended the Security Agreement to
redefine the term “Capital Availability Amount” to $3,000,000.
In
connection with the amendments, The Company and its subsidiaries will make
a
payment of $25,000 to Laurus Capital Management, LLC.
Item
9.01. Exhibits.
Exhibits
10.1
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Omnibus
Amendment and Waiver No. 3 dated December 11,
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).
*
*
*
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
13, 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 and Chief Executive
Officer
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