8-K
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) January 29, 2007 (January 25,
2007)
CONVERSION
SERVICES INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-32623
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20-0101495
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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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
Conversion
Services International, Inc. (the “Company”) announced that it received notice
from the Staff of the American Stock Exchange indicating that the Company no
longer complies with the Exchange’s continued listing standards due to the
Company's inability to maintain compliance with certain AMEX continued listing
requirements, as set forth in Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iv)
of the AMEX Company Guide and its plan of compliance submitted in July 2006,
and
that its securities are subject to be delisted from the Exchange. The Company
received notice on June 29, 2006, from the Staff indicating that the Company
was
below certain of the Exchange's continued listing standards. The Company was
afforded the opportunity to submit a plan of compliance to the Exchange; and
on
July 31, 2006, the Company presented its plan to the Exchange. On September
26,
2006, the Exchange notified the Company that it accepted the Company's plan
of
compliance and granted the Company an extension until December 28, 2007, to
regain compliance with the continued listing standards.
The
Company plans to file an appeal of this determination and to request a hearing
before a committee of the Exchange. Once filed, the appeal automatically stays
the delisting of the Company’s common stock pending a hearing date and the
Exchange’s decision. The time and place of such a hearing will be
determined by the Exchange. There can be no assurance that the Company’s
request for continued listing will be granted. If the committee does not grant
the relief sought by the Company, its securities will be delisted from the
Exchange and may continue to be quoted on the OTC Bulletin Board.
The
Company disclosed its previous AMEX notice and circumstances relating to its
current listing deficiency in its Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 7, 2006. Readers are urged to read
carefully the Company's public announcements and regulatory filings with the
SEC, including the Current Reports on Form 8-K filed with the SEC dated July
7,
2006, and September 27, 2006.
Item
9.01. Financial Statements and Exhibits.
Set
forth
below is a list of Exhibits included as part of this Current Report.
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Press
Release, dated January 29, 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.
January
29, 2007
CONVERSION
SERVICES INTERNATIONAL, INC.
Name:
Scott Newman
Title:
President and Chief Executive Officer