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) August 8, 2006 (August 7, 2006)
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Conversion Services International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-30420 20-0101495
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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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On August 8, 2006, Conversion Services International, Inc. (the "Company")
announced that Robert C. DeLeeuw, Frederick Lester and Thomas Pear were elected
as members of its Board of Directors at the Annual Meeting of Stockholders of
Conversion Services International, Inc. held on August 7, 2006.
Robert C. DeLeeuw has been the Company's Senior Vice President and the
President of its wholly owned subsidiary, DeLeeuw Associates, LLC, since March
2004, and is the Company's third largest stockholder. Mr. DeLeeuw founded
DeLeeuw Associates, LLC, formerly known as DeLeeuw Associates, Inc., in 1991.
Mr. DeLeeuw has over twenty-five years experience in banking and consulting.
During this time, he has managed and supported some of the largest merger
projects in the history of the financial services industry and has implemented
numerous large-scale business and process change programs for his clients. He
has been published in American Banker, Mortgage Banking Magazine, The Journal of
Consumer Lending and Bank Technology News where he has also served as a member
of the Editorial Advisory Board. Mr. DeLeeuw received his B.S. from Rider
University in 1979 and received his M.S. in Management from Stevens Institute of
Technology in 1986.
Frederick Lester is the Regional Consulting Partner of NE Banking &
Capital Markets, Teradata Corporation. From 2005-2006, Mr. Lester was the
Consulting Director at Cognos Corporation, and from 1999-2005, he was the
Managing Director at Competitive Advantage, Inc. Prior to this, Mr. Lester
served as Consulting Director for KPMG and Managing Partner at Teradata. Mr.
Lester's undergraduate studies at Columbia University focused on nuclear physics
and mathematics.
Thomas Pear is a principal in Saw Mill Sports Management and a management
consultant. From 1993 to 2006, Mr. Pear served as chief financial officer of The
Atlantic Club, and also served as its president from 2002 to 2006. Prior to
this, Mr. Pear served as vice president and general manager of DM Engineering,
vice president and chief financial officer of Tennis Equities, and staff
accountant at Malkin, Studley and Ramey CPA, PC. Mr. Pear received his B.S. in
Accounting from Nichols College in 1974.
The Board of Directors has previously established four standing
committees: (1) the Audit Committee, (2) the Compensation Committee, (3) the
Stock Option Committee and (4) the Nominating and Corporate Governance
Committee. Mr. Pear will join the Audit, Compensation and Nominating and
Corporate Governance Committees, while Mr. Lester will join the Stock Option and
Compensation Committees.
Item 9.01. Financial Statements and Exhibits.
Set forth below is a list of Exhibits included as part of this Current Report.
99.1 Press Release, dated August 8, 2006
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.
August 8, 2006 CONVERSION SERVICES INTERNATIONAL, INC.
By: /s/ Scott Newman
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Name: Scott Newman
Title: President and Chief Executive Officer