UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
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
--------------------------
Conversion Services International, Inc.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-30420 20-1010495
--------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 Eagle Rock Avenue
East Hanover, New Jersey 07936
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 560-9400
---------------------------
--------------------------------------------------------------------------
(Former name or former address, if changed since last report)
PORTIONS AMENDED:
The Registrant hereby amends Item 7 contained in the Registrant's Current
Report on Form 8-K filed March 16, 2004 to provide the requisite financial
information required by Item 7 including pro forma financial information. Except
as set forth in Item 7 below, no other changes are made to the Registrant's
Current Report on Form 8-K filed March 16, 2004.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. Audited Financial Statements for
DeLeeuw Associates, Inc. for the years ended December 31, 2003 and December 31,
2002.
(b) Pro Forma Financial Information. Unaudited Financial Statements of DeLeeuw
Associates, Inc. for the years ended December 31, 2003 and December 31, 2002.
(c) Exhibits.
2.1 Acquisition Agreement, dated February 27, 2004, among the Company, DeLeeuw
Associates, Inc. and Robert C. DeLeeuw (filed as Exhibit 2.1 on Form 8-K
on March 16, 2004).
2.2 Plan and Agreement of Merger and Reorganization, dated February 27, 2004,
among the Company, DeLeeuw Associates, Inc. and DeLeeuw Conversion LLC
(filed as Exhibit 2.2 on Form 8-K on March 16, 2004).
2.3 Certificate of Merger relating to the merger of DeLeeuw Associates, Inc.
and DeLeeuw Conversion LLC in Delaware (filed as Exhibit 2.3 on Form 8-K
on March 16, 2004).
2.4 Certificate of Merger relating to the merger of DeLeeuw Associates, Inc.
and DeLeeuw Conversion LLC in New Jersey (filed as Exhibit 2.4 on Form 8-K
on March 16, 2004).
2.5 Certificate of Amendment to Certificate of Formation relating to name
change of DeLeeuw Conversion LLC (filed as Exhibit 2.5 on Form 8-K on
March 16, 2004).
99.1 Press Release of CSI, dated February 26, 2004, relating to the merger
transaction (filed as Exhibit 99.1 on Form 8-K on March 16, 2004).
99.2* Audited Financial Statements for Conversion Services International, Inc.
for the years ended December 31, 2003 and December 31, 2002.
99.3* Pro Forma Financial Statements of Conversion Services International, Inc.
for the years ended December 31, 2003 and December 31, 2002.
- -------------------------------------
* Filed herewith.
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.
# # #
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.
May 18, 2004 CONVERSION SERVICES INTERNATIONAL, INC.
By: /s/ Scott Newman
----------------------------------
Name: Scott Newman
Title: President and Chief Executive Officer