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) June 28, 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 July 13, 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 July 13, 2004.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. Audited Financial Statements for
Evoke Software Corporation for the years ended December 31, 2003 and December
31, 2002.
(b) Pro Forma Financial Information. Unaudited Financial Statements of
Conversion Services International for the six months ended June 30, 2004 and the
year ended December 31, 2003.
(c) Exhibits.
2.1 Asset Purchase Agreement Agreement, dated May 26, 2004, among the
Registrant, Evoke Asset Purchase Corp. and Evoke Software Corporation
(filed as Exhibit 2.1 on Form 8-K on July 13, 2004).
99.1 Press Release of Registrant, dated June 29, 2004, relating to the
merger transaction (filed as Exhibit 99.1 on Form 8-K on July 13,
2004).
99.2* Audited Financial Statements for Evoke Software Corporation for the
year ended December 31, 2003 and the nine months ended December
31,2002.
99.3* Unaudited Financial Statements of Conversion Services International,
Inc. for the six months ended June 30, 2004 and the year ended December
31, 2003.
-------------------------
* 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.
# # #
2
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.
September 13, 2004 CONVERSION SERVICES INTERNATIONAL, INC.
By: /s/ Scott Newman
-------------------------------
Name: Scott Newman
Title: President and Chief Executive Officer
3