COMSYS IT PARTNERS, INC. SC 13D/A

0000950152-07-001100.txt : 20070213 0000950152-07-001100.hdr.sgml : 20070213 20070213163459 ACCESSION NUMBER: 0000950152-07-001100 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: ARTHUR COADY GROUP MEMBERS: CORYTON MANAGEMENT LTD. GROUP MEMBERS: ELIAS SABO GROUP MEMBERS: I. JOSEPH MASSOUD GROUP MEMBERS: LINKS PARTNERS, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INLAND PARTNERS LP CENTRAL INDEX KEY: 0001265495 IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 61 WILTON AVENUE STREET 2: 2ND FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMSYS IT PARTNERS INC CENTRAL INDEX KEY: 0000948850 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 561930691 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44909 FILM NUMBER: 07610711 BUSINESS ADDRESS: STREET 1: 4400 POST OAK PARKWAY STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-386-1400 MAIL ADDRESS: STREET 1: 4400 POST OAK PARKWAY STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: VENTURI PARTNERS INC DATE OF NAME CHANGE: 20030805 FORMER COMPANY: FORMER CONFORMED NAME: PERSONNEL GROUP OF AMERICA INC DATE OF NAME CHANGE: 19950802 SC 13D/A 1 l24203asc13dza.htm COMSYS IT PARTNERS, INC. SC 13D/A COMSYS IT PARTNERS, INC. SC 13D/A


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

COMSYS IT Partners, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92330P10

(CUSIP Number)

Links Partners, L.P.
Inland Partners, L.P.
Coryton Management Ltd.
Arthur Coady
Elias Sabo
I. Joseph Massoud

(Name of Persons Filing)


Joseph Milana and Chrissie Neves Links Partners, L.P. 61 Wilton Avenue, 2nd Floor Westport, Connecticut 06880 Telephone: (203) 221-1703		Joseph Milana and Chrissie Neves Inland Partners, L.P. 61 Wilton Avenue, 2nd Floor Westport, Connecticut 06880 Telephone: (203) 221-1703

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 23, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		92330P10

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Links Partners, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Bermuda

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

587,759.38

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

587,759.38

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

587,759.38

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

3.0%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		92330P10

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Inland Partners, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Bahamas

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

559,877.98

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

559,877.98

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

559,877.98

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

2.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		92330P10

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Coryton Management Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Bahamas

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,147,637.36

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

1,147,637.36

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,147,637.36

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

5.9%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

CO, HC


CUSIP No.		92330P10

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Arthur Coady

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Canada

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,147,637.36

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

1,147,637.36

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,147,637.36

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

5.9%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		92330P10

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Elias Sabo

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States of America

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,147,637.36

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

1,147,637.36

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,147,637.36

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

5.9%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		92330P10

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

I. Joseph Massoud

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States of America

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,147,637.36

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

1,147,637.36

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,147,637.36

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

5.9%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Introduction.

This Amendment No. 12 amends and supplements the Schedule 13D filed on April 5, 2002 (the “Initial Schedule 13D”), as amended and supplemented by Amendment No. 1 to Schedule 13D, filed on June 5, 2002 (“Amendment No. l”), Amendment No. 2 to Schedule 13D, filed on July 25, 2002 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D, filed on July 31, 2002 (“Amendment No. 3”), Amendment No. 4 to Schedule 13D, filed on August 30, 2002 (“Amendment No. 4”), Amendment No. 5 to Schedule 13D, filed on November 20, 2002 (“Amendment No. 5”), Amendment No. 6 to Schedule 13D, filed on March 17, 2003 (“Amendment No. 6”), Amendment No. 7 to Schedule 13D, filed on April 16, 2003 (“Amendment No. 7”), Amendment No. 8 to Schedule 13D filed on September 30, 2003 (“Amendment No. 8”), Amendment No. 9 to Schedule 13D filed on July 20, 2004 (“Amendment No. 9”), Amendment No. 10 to Schedule 13D filed on October 29, 2004 (“Amendment No. 10”) and Amendment No. 11 to Schedule 13D filed on August 18, 2005 (“Amendment No. 11”). The Initial Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11 and Amendment No. 12 are collectively referred to herein as “Schedule 13D”.

Capitalized terms used and not defined in this Amendment No. 12 shall have the meanings set forth in Schedule 13D.

Schedule 13D was originally filed by (i) Credit Suisse First Boston, a Swiss bank, on behalf of itself and its subsidiaries to the extent that they constituted part of the investment banking business of the Credit Suisse First Boston business unit (“CSFB Business Unit”), in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998); (ii) CSFB Global Opportunities Partners, L.P., a limited partnership organized under the laws of Delaware (“CSFB Partners (Delaware)”), CSFB Global Opportunities Partners (Bermuda), L.P., an exempted limited partnership organized under the laws of Bermuda (“CSFB Partners (Bermuda)”), Links Partners, L.P., a Bahamian exempted limited partnership (“Links”), and Inland Partners, L.P., a Bahamian exempted limited partnership (“Inland”), by virtue of their beneficial ownership of the 5-3/4% Convertible Subordinated Notes due July 2004 (the “Notes”) of Venturi Partners, Inc. (formerly known as Personnel Group of America, Inc.) (the “Issuer”), which were immediately convertible into shares of common stock, par value $0.01 per share, of the Issuer (the “Issuer Common Stock”), (iii) Hemisphere Global Opportunities Partners, Ltd., a Bermuda corporation (“Hemisphere Partners”), as general partner of CSFB Partners (Delaware) and CSFB Partners (Bermuda), (iv) Mutual Trust Management (Bermuda) Limited (formerly The Hemisphere Trust Company Limited), a Bermuda licensed trust company (“Mutual Trust”), the trustee of The Hemisphere Global Opportunities Partners Charitable Trust, as the sole shareholder of Hemisphere Partners, (v) Coryton Management Ltd., a Bahamian corporation (“Coryton”), as general partner of Links and Inland, (vi) Arthur Coady, as director and sole shareholder of Coryton and (vii) Elias Sabo and I. Joseph Massoud, as attorneys-in-fact for each of Links and Inland, who have investment authority over securities held by Links and Inland, with respect to the Common Stock.

Among other things, (i) Amendment No. 2 deleted Credit Swiss First Boston, on behalf of itself and its subsidiaries to the extent they constituted part of the CSFB Business Unit, as a Reporting Person, (ii) Amendment No. 3 added MatlinPatterson LLC (“MatlinPatterson”), MatlinPatterson Asset Management LLC (“Matlin Asset Management”) and MatlinPatterson Global Advisers LLC (“Matlin Advisers”) as Reporting Persons, and reflected the name changes of CSFB Partners (Delaware) and CSFB Partners (Bermuda) to MatlinPatterson Global Opportunities Partners L.P. (“Matlin Partners (Delaware)”) and MatlinPatterson Global Opportunities Partners (Bermuda) L.P. (“Matlin Partners (Bermuda)”), respectively, (iii) Amendment No. 4 deleted Hemisphere Partners and Mutual Trust as Reporting Persons and added MatlinPatterson Global Partners LLC (“Matlin Partners”) as a Reporting Person, (iv) Amendment No. 5 changed the address of the principal office and principal place of business for MatlinPatterson, Matlin Asset Management, Matlin Partners, Matlin Advisers and Matlin Partners (Delaware), disclosed the entering into of the Agreement in Principal to negotiate terms of the Proposed Restructuring and the entering into of the Purchase Option Agreement, disclosed various purchases of loans and loan commitments by the Reporting Persons, disclosed the intent of each of the Reporting Persons, and updated the interest in securities of the Issuer by the Reporting Persons, (v) Amendment No. 6 amended or corrected certain information that changed since the filing of Amendment No. 5 and disclosed the execution of the Restructuring Agreement among the Issuer, certain subsidiaries of the Issuer, certain creditors of the Issuer, and certain noteholders of the Issuer including Matlin Partners (Delaware), Inland and Links on March 14, 2003 which related to a proposed restructuring of the Issuer, (vi) Amendment No. 7 amended certain information that changed since the filing of Amendment No. 6, disclosed the changes in the holdings of debt by the Reporting Persons under the credit facility and the closing on April 14, 2003 of the Notes Exchange as described under the heading “The Notes Exchange” in Section D of Item 4 of Amendment

No. 6 and the execution of the Second Amended and Restated Credit Agreement, including the related issuance to the Reporting Persons of common stock purchase warrant shares and other changes in lieu of consummating the Loan Exchange, (vii) Amendment No. 8 amended certain information that had changed since the filing of Amendment No. 7 and disclosed the conversion of the Preferred Stock into shares of Issuer Common Stock, (viii) Amendment No. 9 amended certain information that had changed since the filing of Amendment No. 8 and disclosed the termination of the Intercreditor Agreement, (ix) Amendment No. 10 amended certain information that had changed since the filing of Amendment No. 9, including the name change of the Issuer from Venturi Partners, Inc. to COMSYS IT Partners, Inc., and disclosed the entering into of the Amended and Restated Registration Rights Agreement and the Voting Agreement with the Issuer and certain other stockholders, (x) Amendment No. 11 amended certain information that had changed since the filing of Amendment No. 10 and disclosed the purchase of 100,000 shares of Issuer Common Stock from Michael T. Willis pursuant to the Letter Agreement.

This Amendment No. 12 is filed on behalf of (i) Links and Inland, by virtue of their beneficial ownership of shares of Issuer Common Stock and warrants to purchase shares of Issuer Common Stock, (ii) Coryton, as general partner of Links and Inland, (iii) Arthur Coady, as director and sole shareholder of Coryton and (iv) Elias Sabo and I. Joseph Massoud, as attorneys-in-fact for each of Links and Inland, who have investment authority over securities held by Links and Inland (Links, Inland, Coryton, Arthur Coady, Elias Sabo, and I. Joseph Massoud, collectively, the “Reporting Persons” and each a “Reporting Person”), for purposes of amending certain information that has changed since the filing of Amendment No. 11.

Item 4. Purpose of the Transaction

Item 4 of Schedule 13D is amended to add subsection J as follows:

J. SALE OF SHARES

On January 23, 2007, Links and Inland sold a total of 421,939 shares of Issuer Common Stock in an underwritten public offering (the “Offering”) pursuant to an underwriting agreement dated as of January 18, 2007 (the “Underwriting Agreement”) by and among Wachovia Investors, Inc., a North Carolina corporation, Inland, Links, the Issuer and BMO Capital Markets Corp. (the “Underwriter”), as the sole underwriter for the Offering. A copy of the Underwriting Agreement is filed as Exhibit 19 hereto and incorporated herein by reference. This Item 4 is qualified in its entirety by the Underwriting Agreement.

Item 5. Interest in Securities of the Issuer.

Subsections (a) and (b) of Item 5 of Schedule 13D solely with respect to Inland, Links, Coryton, Coady, Sabo and Massoud are amended and restated in their entirety to read as follows:

As of the date hereof, the Reporting Persons’ interests in Issuer Common Stock are as follows:

(a)(i) As of the date hereof, the Reporting Persons’ interests in Issuer Common Stock in the aggregate are as follows: Links, Inland, Coryton, Arthur Coady, Elias Sabo and I. Joseph Massoud in the aggregate beneficially own or may be deemed to beneficially own 1,147,637.36 shares of Issuer Common Stock consisting of (A) 1,062,395 shares of Issuer Common Stock and (B) 85,242.36 Warrants to purchase 85,242.36 shares of Issuer Common Stock. The 1,147,637.36 shares of Issuer Common Stock represent beneficial ownership of approximately 5.9% of the issued and outstanding shares of Issuer Common Stock (based on 19,380,610 shares of Issuer Common Stock issued and outstanding, according to information set forth in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on January 19, 2007, and assuming exercise of the Warrants directly beneficially owned by the Reporting Persons).

(iii) As of the date hereof, Links is the direct beneficial owner of 587,759.38 shares of Issuer Common Stock consisting of (A) 545,411 shares of Issuer Common Stock and (B) 42,348.38 Warrants to purchase 42,348.38 shares of Issuer Common Stock. The 587,759.38 shares of Issuer Common Stock represent beneficial ownership of approximately 3.0% of the issued and outstanding shares of Issuer Common Stock (based on shares of Issuer Common Stock issued and outstanding as described above and assuming exercise of the Warrants directly beneficially owned by Links).

(iv) As of the date hereof, Inland is the direct beneficial owner of 559,877.98 shares of Issuer Common Stock consisting of (A) 516,984 shares of Issuer Common Stock and (B) 42,893.98 Warrants to purchase 42,893.98 shares of Issuer Common Stock. The shares of Issuer Common Stock represent beneficial ownership of approximately 2.8% of the issued and outstanding shares of Issuer Common Stock (based on shares of Issuer Common Stock issued and outstanding as described above and assuming exercise of the Warrants directly beneficially owned by Inland).

(xii) Coryton serves as General Partner of Links and Inland. By reason of such relationships, Coryton may be deemed to share voting and dispositive power over the shares owned by Links and Inland.

(xiii) Arthur Coady serves as sole shareholder of Coryton. By reason of such relationship, Arthur Coady may be deemed beneficially own the shares owned by Links and Inland.

(xiv) Elias Sabo and I. Joseph Massoud serve as attorney-in-fact for each of Links and Inland, who have investment authority over securities held by Links and Inland. By reason of such relationships, Elias Sabo and I. Joseph Massoud may be deemed to share voting and dispositive power over the shares owned by Links and Inland.

(b) To the best knowledge of Coryton with respect to the directors and executive officers named in its schedule to the Schedule 13D, none of the persons (i) beneficially owns any shares of Issuer Common Stock (other than in his or her capacity as a controlling member, executive officer or director of Coryton) or (ii) has the right to acquire any Issuer Common Stock owned by other parties.

The filing of this Amendment No. 12 shall not be construed as an admission by any of the Reporting Persons that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of shares of Issuer Common Stock owned by other parties.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by the following paragraphs:

Reference is made to the description of the Underwriting Agreement in Item 4 of this Amendment No. 12 which is attached hereto as Exhibit 19, which is incorporated herein by reference.

This Item 6 is qualified in its entirety by the Underwriting Agreement, which is filed as Exhibit 19 hereto and incorporated by reference into this Item 6.

Item 7. Materials to be Filed as Exhibits.

Item 7 of Schedule 13D is hereby amended by adding Exhibit 19 and replacing Exhibit 5.


Exhibit No.		Description

19		Underwriting Agreement, dated as of January 18, 2007, by and among Wachovia Investors, Inc, Inland Partners, L.P., Links Partners, L.P., COMSYS IT Partners, Inc. and BMO Capital Markets Corp., which is incorporated by reference to Exhibit 99.2 to Wachovia Investors, Inc.’s Schedule 13D/A filed with the SEC on January 30, 2007.

5		Joint Filing Agreement, dated as of February 13, 2007, by and among Links Partners, L.P., Inland Partners, L.P., Coryton Management Ltd., Arthur Coady, Elias Sabo and I. Joseph Massoud.

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Amendment No. 12 is true, complete and correct.

February 13, 2007



		LINKS PARTNERS, L.P.

		By: Coryton Management Ltd.,
		its general partner

		By:		/s/Arthur Coady

		Name:		Arthur Coady
		Title:		President

		INLAND PARTNERS, L.P.

		By: Coryton Management Ltd.,
		its general partner

		By:		/s/ Arthur Coady

		Name:		Arthur Coady
		Title:		President

		CORYTON MANAGEMENT LTD.

		By:		/s/ Arthur Coady

		Name:		Arthur Coady
		Title:		President

		ARTHUR COADY

		By:		/s/ Arthur Coady

		Name:		Arthur Coady

		ELIAS SABO

		By:		/s/ Elias Sabo

		Name:		Elias Sabo

		I. JOSEPH MASSOUD

		By:		/s/ I. Joseph Massoud

		Name:		I. Joseph Massoud

EXHIBIT INDEX


Exhibit No.		Description

19		Underwriting Agreement, dated as of January 18, 2007, by and among Wachovia Investors, Inc., Inland Partners, L.P., Links Partners, L.P., COMSYS IT Partners, Inc. and BMO Capital Markets Corp., which is incorporated by reference to Exhibit 99.2 to Wachovia Investors, Inc.’s Schedule 13D/A filed with the SEC on January 30, 2007.

5		Joint Filing Agreement, dated as of February 13, 2007, by and among Links Partners, L.P., Inland Partners, L.P., Coryton Management Ltd., Arthur Coady, Elias Sabo and I. Joseph Massoud.

EX-5 2 l24203aexv5.htm EX-5 EX-5

Exhibit 5

JOINT FILING AGREEMENT
Dated as of February 13, 2007

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of Links Partners, L.P., Inland Partners, L.P., Coryton Management Ltd., Arthur Coady, Elias Sabo and I. Joseph Massoud, on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to shares of common stock, par value $0.01 per share, of COMSYS IT Partners, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 13^th day of February, 2007.



		LINKS PARTNERS, L.P.

		By: Coryton Management Ltd.,
		its general partner

		By:		/s/ Arthur Coady

		Name:		Arthur Coady
		Title:		President

		INLAND PARTNERS, L.P.

		By: Coryton Management Ltd.,
		its general partner

		By:		/s/ Arthur Coady

		Name:		Arthur Coady
		Title:		President

		CORYTON MANAGEMENT LTD.

		By:		/s/ Arthur Coady

		Name:		Arthur Coady
		Title:		President

		ARTHUR COADY

		By:		/s/ Arthur Coady

		Name:		Arthur Coady

		ELIAS SABO

		By:		/s/ Elias Sabo

		Name:		Elias Sabo

		I. JOSEPH MASSOUD

		By:		/s/ I. Joseph Massoud

		Name:		I. Joseph Massoud