CITP Comsys IT Partners (MM)

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 6)*

COMSYS IT Partners, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Name, Address and Telephone Number of Person

(Date of Event Which Requires Filing of this Statement)

CUSIP No.		20581E104	13D	Page		2		of		6 Pages

1    As a result of being party to the Tender and Voting Agreement (as described in Items 4 and 6 of Amendment No. 5), Wachovia Investors, Inc. may be considered a member of a “group” for purposes of this Schedule 13D. Wachovia Investors, Inc. expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Other Supporting Stockholders (as defined in Amendment No. 5).

CUSIP No.		20581E104	13D	Page		3		of		6 Pages

1    As a result of Wachovia Investors, Inc. being party to the Tender and Voting Agreement (as described in Items 4 and 6 of Amendment
No. 5), Wells Fargo & Company may be considered a member of a “group” for purposes of this Schedule 13D. Wells Fargo & Company expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Other Supporting Stockholders (as defined in Amendment No. 5).

Explanatory Note . This Amendment No. 6 (this “ Amendment ”) is filed jointly on behalf of (i) Wachovia Investors, Inc., a North Carolina corporation (“ Wachovia Investors ”), by virtue of its direct beneficial ownership of common stock, $0.01 par value per share (the “ Common Stock ”), of COMSYS IT Partners, Inc., a Delaware corporation (the “ Company ”), and (ii) Wells Fargo & Company, a Delaware corporation (“ Wells Fargo ”), in its capacity as the sole parent company of Wachovia Investors (together with Wachovia Investors, the “ Reporting Persons ”). This Amendment, among other things, supplements and amends the Schedule 13D filed by the Reporting Persons on October 12, 2004, as amended by Amendment No. 1 filed on January 30, 2007, Amendment No. 2 filed on February 12, 2007, Amendment No. 3 filed on May 29, 2007, Amendment No. 4 filed on December 24, 2008, and Amendment No. 5 filed on February 5, 2010 (the “ Schedule 13D ”). Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meanings herein as are assigned to such terms in the Schedule 13D.

     The Schedule 13D is hereby amended as follows:

Item 3. Purpose of the Transaction.

     Item 3 of this Schedule 13D is hereby amended and supplemented by adding the following:

     As described in Item 4 below, 237,345 shares of Common Stock reverted to Wachovia Investors pursuant to the terms of the 2004 Management Incentive Plan of COMSYS Holding, Inc., the Company’s predecessor, established as of January 1, 2004.

Item 4. Purpose of the Transaction.

     Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following:

     237,345 shares of Common Stock were part of a pool of shares established as of January 1, 2004 to be awarded to employees of the Company’s predecessor pursuant to the terms of the COMSYS Holding, Inc. 2004 Management Incentive Plan (the “Plan”). As provided in the Plan, shares in the pool were subject to reversion to Wachovia Investors (and to certain other investors in COMSYS Holding, Inc. as of September 30, 2004, the date of its merger into the Company) upon forfeiture of awards by employees due to the their not meeting vesting criteria that applied through 2009. Based upon the Company’s financial results for 2009, these forfeited shares reverted to Wachovia Investors, and the other investors in COMSYS Holding, Inc. as of September 30, 2004, automatically pursuant to the terms of the Plan without any action taken or consideration paid by the Reporting Persons, and the Reporting Persons received notice of such reversion from the Company on March 9, 2010.

Item 5. Interest in Securities of the Issuer.

     Item 5 of this Schedule 13D is hereby amended and supplemented by adding the following:

		Shares				Options				Sole				Shared				Sole				Shared
		Held				Held				Voting				Voting				Dispositive				Dispositive				Beneficial				Percentage
Reporting Person		Directly				Directly				Power				Power				Power				Power				Ownership				of Class (1)
Wachovia Investors, Inc.			3,460,262				0				0				3,460,262				0				3,460,262				3,460,262				16.3	%
Wells Fargo			0				0				0				3,460,262				0				3,460,262				3,460,262				16.3	%

     As described in Item 4 above, 237,345 shares of Common Stock reverted to Wachovia Investors pursuant to the terms of the 2004 Management Incentive Plan of COMSYS Holding, Inc., the Company’s predecessor, established as of January 1, 2004.

Item 7. Material to Be Filed as Exhibits.

Exhibit No.		Exhibit
99.1		Joint Filing Agreement, dated as of March 16, 2010, by and among the Reporting Persons (filed herewith).

SIGNATURE

     After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 16, 2010

		WACHOVIA INVESTORS, INC.
		By: Name:		/s/ Tracey M. Chaffin   Tracey M. Chaffin
		Title:		Managing Director
		WELLS FARGO & COMPANY
		By:		/s/ Jane Washington
		Name:		Jane Washington
		Title:		Vice President

Comsys IT Partners (NASDAQ:CITP)
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Comsys IT Partners (NASDAQ:CITP)
過去 株価チャート
から 6 2023 まで 6 2024