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 30, 2004
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Conversion Services International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-30420 20-1010495
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) dentification No.)
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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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LCS Group, Inc.
3 Tennis Court Road
Mahopac, New York 10541
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
On January 30, 2004, it was announced that LCS Group, Inc. (the "Company")
completed the merger of its wholly-owned subsidiary, LCS Acquisition Corp.
("LCSAC") with Conversion Services International, Inc., a privately-held
Delaware corporation ("CSI"). As part of the transaction, the Company changed
its name to "Conversion Services International, Inc." and the former
stockholders of CSI now control the board of directors of the Company and
approximately 84.3% of the outstanding shares of common stock of the Company
(the "Common Stock").
As previously announced, the Company, LCSAC, CSI and certain affiliated
stockholders of CSI entered into an Agreement and Plan of Reorganization, dated
August 21, 2003, as amended, which agreement called for the closing of the
transaction which occurred on January 30, 2004. As part of the transaction, the
following key events occurred:
1. At a special meeting of Company stockholders held on January 23, 2004,
Company stockholders approved, among other things: (i) an increase in the
Company's authorized shares of Common Stock from 50,000,000 to 1,000,000,000,
(ii) the authorization of up to 20,000,000 shares of "blank check" preferred
stock, (iii) the adoption of a stock incentive plan for the Company, and (iv)
the election of Scott Newman and Glenn Peipert, the principals of CSI, and
Lawrence K. Reisman, a nominee of Messrs. Newman and Peipert, to the Company's
board of directors.
2. At the closing of the merger, the stockholders of CSI received
500,000,000 newly-issued shares of Common Stock (approximately 84.3% of the then
outstanding shares). As part of the restructuring, certain officers, directors
and convertible note holders of the Company and certain other third parties
received an aggregate of 43,779,824 shares of Common Stock, or approximately 9%
of the outstanding shares. Included in such 43,779,824 were approximately
18,000,000 shares issued to Dr. Michael Mitchell, the former sole director,
President and Chief Executive Officer of the Company.
3. At the closing of the merger, Dr. Mitchell resigned as the sole
director of the Company and all officers of the Company, including Dr. Mitchell,
also resigned. The new Board of Directors of the Company appointed Mr. Newman as
Chairman, President and Chief Executive Officer, Mr. Peipert as Executive Vice
President and Chief Operating Officer and Mr. Mitchell Peipert, the brother of
Glenn Peipert, as Vice President, Chief Financial Officer, Secretary and
Treasurer of the Company. Also, as part of its merger with CSI, LCSAC changed
its name to "CSI Sub Corp. (DE)".
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On February 2, 2004, the Company announced that it formally changed its
corporate name from LCS Group, Inc. to Conversion Services International, Inc.
The Company also announced that, effective February 3, 2004, shares of the
Common Stock ceased trading under the symbol "LCSI" and were listed on the OTC
Bulletin Board under the symbol "CSII." As part of the previously announced
merger transaction with LCS Group, the Company also clarified that as a
condition to the consummation of the merger transaction, 100% of the outstanding
stock of LCS Group's wholly-owned subsidiary, LCS Golf, Inc., was sold to a
third party.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Set forth below is a list of Exhibits included as part of this Current Report.
*2.1 Agreement and Plan of Reorganization, dated August 21, 2003, among the
Company, LCSAC, CSI and certain affiliated stockholders of CSI.
*2.2 First Amendment to Agreement and Plan of Reorganization, dated November
28, 2003, among the Company, LCSAC, CSI and certain affiliated
stockholders of CSI.
2.3 Certificate of Merger, dated January 30, 2004, relating to the merger of
LCSAC and CSI.
3.1 Certificate of Amendment to the Company's Certificate of Incorporation,
dated January 27, 2004, amending, among other things, the authorized
shares of common and preferred stock.
3.2 Certificate of Amendment to the Company's Certificate of Incorporation,
dated January 30, 2004, changing the name of the Company from LCS Group,
Inc. to Conversion Services International, Inc.
3.3 Amended and Restated Bylaws of the Company.
99.1 Press Release of CSI, dated January 30, 2004, relating to the closing of
the merger transaction.
99.2 Press Release of CSI, dated February 2, 2004, relating to the Company's
new stock symbol.
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* Incorporated by reference from the Company's Definitive Proxy Statement
on Schedule 14A, dated January 5, 2004.
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
about the benefits of the distribution of the Rights and the Additional Rights;
(ii) statements with respect to the Company's plans, objectives, expectations
and intentions with respect to BND; and (iii) 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).
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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.
February 17, 2004 CONVERSION SERVICES INTERNATIONAL, INC.
By: /s/ Scott Newman
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Name: Scott Newman
Title: President and Chief Executive Officer