CUSIP No. 21254R208
Item 1(a). Name Of Issuer: Conversion Services International, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
100 Eagle Rock Avenue
East Hanover, New Jersey 07936
Item 2(a). Name of Person Filing:
Laurus Master Fund, Ltd.
This Schedule 13G, as amended, is also filed on behalf of Laurus
Capital Management, LLC, a Delaware limited liability company, Valens
U.S. SPV I, LLC, a Delaware limited liability company, Valens Offshore
SPV II, Corp., a Delaware corporation, Valens Capital Management, LLC,
a Delaware limited liability company, Eugene Grin and David Grin.
Laurus Capital Management, LLC manages Laurus Master Fund, Ltd. Valens
Capital Management, LLC manages Valens U.S. SPV I, LLC and Valens
Offshore SPV II, Corp. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management,
LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by Laurus Master Fund, Ltd,
Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. reported in
this Schedule 13G, as amended. Information related to each of Laurus
Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV
II, Corp., Valens Capital Management, LLC, Eugene Grin and David Grin
is set forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o Laurus Capital Management, LLC,
335 Madison Avenue, 10th Floor
New York, NY 10017
Item 2(c). Citizenship:
Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock ("Common Stock")
Item 2(e). CUSIP No.: 21254R208
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 6,247,869
(b) Percent of Class: 7.8%
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote 0*
(ii) shared power to vote or to direct the vote 6,247,869*
(iii) sole power to dispose or to direct the
disposition of 0*
(iv) shared power to dispose or to direct the
disposition of 6,247,869*
-------------------
* Based on 78,959,945 shares of common stock, $0.001 par value per share (the
"Shares") of Conversion Services International, Inc., a Delaware corporation
(the "Company") outstanding as of November 2, 2007, as disclosed on the
Company's Quarterly Report on Form 10-Q for the quarterly period ending
September 30, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the
"Fund"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV II, Corp.
("VOF" and together with Valens US and the Fund, the "Investors") collectively
held (i) 5,393,415 Shares, (ii) a warrant (as amended, the "August Warrant") to
acquire 800,000 Shares, at an exercise price of $4.35 per Share for the first
400,000 Shares acquired thereunder, $4.65 per Share for the next 200,000 Shares
acquired thereunder and $5.25 per Share for the remaining Shares acquired
thereunder, subject to certain adjustments, (iii) an option (as amended, the
"Option") to acquire 36,597 Shares at an exercise price of $0.001 per Share,
subject to certain adjustments, and (iv) a warrant (the "March Warrant", and
collectively with the Option and the August Warrant, the "Existing Instruments")
to acquire 17,857 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments. The Existing Instruments each contain an issuance
limitation prohibiting the Investors from exercising those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 9.99% of the Shares then issued and outstanding (the "9.99%
Issuance Limitation"). The 9.99% Issuance Limitation under the August Warrant
and Option may be waived by the Investors upon 61 days prior notice to the
Company and shall, in connection with the Warrants and Option, automatically
become null and void following notice to the Company of the occurrence and/or
continuance of an event of default (as defined in and pursuant to the terms of
the applicable instrument). The Fund is managed by Laurus Capital Management,
LLC. Valens US and VOF are managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole
voting and investment power over the securities owned by the Investors reported
in this Schedule 13G, as amended.
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