-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SZJrnNi4Gv6qswLvq/Fpy1DbVPWsG7rejZfgqqyFdBh6aJ8tM6v8gksZaFVSKuOY 16/Wp/zA2vxhrRno4jk7PA== 0000950152-05-007139.txt : 20050818 0000950152-05-007139.hdr.sgml : 20050818 20050818165230 ACCESSION NUMBER: 0000950152-05-007139 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050818 DATE AS OF CHANGE: 20050818 GROUP MEMBERS: ARTHUR COADY GROUP MEMBERS: CORYTON MANAGEMENT LTD. GROUP MEMBERS: ELIAS SABO GROUP MEMBERS: I. JOSEPH MASSOUD GROUP MEMBERS: LINKS PARTNERS L.P. 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: 051036336 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 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 SC 13D/A 1 l15684asc13dza.txt COMSYS IT PARTNERS/INLAND PARTNERS SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 11) 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 Joseph Milana and Chrissie Neves Links Partners, LP Inland Partners, LP 61 Wilton Avenue, 61 Wilton Avenue, 2nd Floor 2nd Floor Westport, Connecticut 06880 Westport, Connecticut 06880 Telephone: (203) 221-1703 Telephone: (203) 221-l703 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 11, 2005 (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 Rule 13d-l(e), 13d-l(f) or 13d-l(g), check the following box [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. The information required on this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes) (Continued on following pages) (Page 1 of 16) SCHEDULE 13D - ------------------------------------------------------------------------- CUSIP No. 92330P10 Page 2 of 16 - ------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Links Partners, L.P. - ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, WC - ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ------------------------------------------------------------------------- SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER BY EACH REPORTING PERSON 0 WITH - ------------------------------------------------------------------------- 8 SHARED VOTING POWER 784,515.38 - ------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 784,515.38 - ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 784,515.38 - ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.99% - ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------------------------- CUSIP No. 92330P10 Page 3 of 16 - ------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Inland Partners, L.P. - ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, WC - ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas - ------------------------------------------------------------------------- SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER BY EACH REPORTING PERSON 0 WITH - ------------------------------------------------------------------------- 8 SHARED VOTING POWER 785,060.98 - ------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 785,060.98 - ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 785,060.98 - ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.99% - ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------------------------- CUSIP No. 92330P10 Page 4 of 16 - ------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Coryton Management Ltd. - ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X/ - ------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, WC - ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas - ------------------------------------------------------------------------- SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER BY EACH REPORTING PERSON 0 WITH - ------------------------------------------------------------------------- 8 SHARED VOTING POWER 1,569,576.36 - ------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,569,576.36 - ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,569,576.36 - ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, HC - ------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------------------------- CUSIP No. 92330P10 Page 5 of 16 - ------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Arthur Coady - ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X/ - ------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, WC - ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - ------------------------------------------------------------------------- SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER BY EACH REPORTING PERSON 0 WITH - ------------------------------------------------------------------------- 8 SHARED VOTING POWER 1,569,576.36 - ------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,569,576.36 - ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,569,576.36 - ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------------------------- CUSIP No. 92330P10 Page 6 of 16 - ------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elias Sabo - ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X/ - ------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, WC - ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------- SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER BY EACH REPORTING PERSON 0 WITH - ------------------------------------------------------------------------- 8 SHARED VOTING POWER 1,569,576.36 - ------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,569,576.36 - ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,569,576.36 - ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------------------------- CUSIP No. 92330P10 Page 7 of 16 - ------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) I. Joseph Massoud - ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X/ - ------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, WC - ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------- SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER BY EACH REPORTING PERSON 0 WITH - ------------------------------------------------------------------------- 8 SHARED VOTING POWER 1,569,576.36 - ------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,569,576.36 - ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,569,576.36 - ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------- Page 8 of 16 INTRODUCTION. This Amendment No. 11 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") and Amendment No. 10 to Schedule 13D filed on November 3, 2004 ("Amendment No. 10"). 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 and Amendment No. 11 are collectively referred to herein as "Schedule 13D". Capitalized terms used and not defined in this Amendment No. 11 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 Page 9 of 16 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. This Amendment No. 11 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. 10. ITEM 4. PURPOSE OF THE TRANSACTION Item 4 of Schedule 13D is amended to add subsection I as follows: I. PURCHASE OF ADDITIONAL SHARES On August 11, 2005, Links and Inland purchased a total of 100,000 shares of Issuer Common Stock from Michael T. Willis, pursuant to a letter agreement (the "Letter Agreement"), for a purchase price of $1,100,000, payable in immediately available funds. 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 1,569,576.36 shares of Issuer Common Stock consisting of (A) 1,484,334 shares of Issuer Common Stock and (B) 85,242.36 Warrants to purchase 84,242.36 shares of Issuer Common Stock. The 1,569,576.36 shares of Issuer Common Stock represent beneficial ownership of approximately 9.9% of the issued and outstanding shares of Issuer Common Stock (based on 15,659,304 shares of Issuer Common Stock issued and outstanding, according to correspondence from the Issuer to the Reporting Persons, 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 784,515.38 shares of Issuer Common Stock consisting of (A) 742,167 shares of Issuer Common Stock and (B) 42,348.38 Warrants to purchase 42,348.38 shares of Issuer Common Stock. The 742,515.38 shares of Issuer Common Stock represent beneficial ownership of approximately 4.99% 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). Page 10 of 16 (iv) As of the date hereof, Inland is the direct beneficial owner of 785,060.98 shares of Issuer Common Stock consisting of (A) 742,167 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 4.99% 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. 11 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 adding the following to the end of said Item 6: Reference is made to the description of the Letter Agreement in Item 4 of this Amendment No. 11 which is annexed hereto as Exhibit 18, which is incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Item 7 of Schedule 13D is hereby amended by adding Exhibit 18 and replacing Exhibit 5.
EXHIBIT NO. DESCRIPTION 5 Joint Filing Agreement, dated as of August 17, 2005, by and among Links Partners, L.P., Inland Partners, L.P., Coryton Management Ltd., Arthur Coady, Elias Sabo and I. Joseph Massoud. 18 Letter Agreement dated as of August 9, 2005, delivered by Michael T. Willis, and accepted and agreed to by Links and Inland on August 11, 2005.
SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Amendment No. 11 is true, complete and correct. August 17, 2004 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 5 Joint Filing Agreement, dated as of August 17, 2005, by and among Links Partners, L.P., Inland Partners, L.P., Coryton Management Ltd., Arthur Coady, Elias Sabo and I. Joseph Massoud. 18 Letter Agreement dated as of August 9, 2005, delivered by Michael T. Willis, and accepted and agreed to by Links and Inland on August 11, 2005.
EX-5 2 l15684aexv5.txt EXHIBIT 5 Exhibit 5 Page 13 of 16 JOINT FILING AGREEMENT Dated as of August 17, 2005 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 COMYS 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 17th day of August, 2005. 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 Page 14 of 16 ELIAS SABO By:/s/Elias Sabo ------------------------------- Name: Elias Sabo I. JOSEPH MASSOUD By:/s/I. Joseph Massoud ------------------------------- Name: I. Joseph Massoud EX-18 3 l15684aexv18.txt EXHIBIT 18 EXHIBIT 18 Page 15 of 16 Michael T. Willis 4400 Post Oak Parkway Suite 1800 Houston, TX 77027 August 9, 2005 Links Partners, L.P. Inland Partners, L.P. 61 Wilton Avenue, 2nd Floor Westport, Connecticut 06880 Gentlemen: This letter sets forth our agreement regarding the purchase and sale of 100,000 shares (the "Shares") of common stock, par value $0.01 per share, of COMSYS IT Partners, Inc. ("COMSYS") owned by Michael T. Willis. Links Partners, L.P. ("Links") and Inland Partners, L.P. ("Inland") shall each purchase 50,000 of the Shares at a purchase price of $11.00 per Share resulting in an aggregate purchase price of $1,100,000. The purchase price shall be paid in immediately available funds by wire transfer on August 11, 2005 to an account specified in writing by Mr. Willis against delivery of the Shares by Mr. Willis. The Shares are being sold by Mr. Willis under a Registration Statement on Form S-3 (File No. 333-120163) prepared and filed by COMSYS with the Securities and Exchange Commission (the "SEC") and declared effective by the SEC on July 20, 2005. A copy of the prospectus (the "Prospectus") included in that Registration Statement is delivered along with this letter. Elias Sabo is acting as attorney-in-fact for Inland and Links. Mr. Sabo also serves as a director of COMSYS. Mr. Willis represents to Inland and Links that (i) he is not aware of any material information concerning the business, operations or condition (financial or otherwise) of COMSYS that (a) is not contained in the Prospectus or (b) was not otherwise presented to or discussed with the board of directors of COMSYS at board meetings and related committee meetings, (ii) he has good and marketable title to the Shares and (iii) the Shares are free and clear of all liens, encumbrances, equities and claims other than those arising generally under federal and state securities laws. Mr. Sabo, on behalf of Inland and Links, acknowledges his receipt of the Prospectus and his participation in the meetings referenced in subclause (i)(b) above.. He further acknowledges that he had the opportunity (including at the most recent board meeting held on August 2, 2005) to discuss the business, operations and condition (financial and otherwise) of COMSYS to his satisfaction. If you are in agreement regarding the foregoing, please execute this letter where indicated below and return an executed copy to me. Sincerely yours, /s/ Michael T. Willis Michael T. Willis Page 16 of 16 Links Partners, L.P. Inland Partners, L.P. August 9, 2005 Page 2 AGREED AND ACCEPTED THIS 11th DAY OF AUGUST, 2005 LINKS PARTNERS, L.P. By: /s/ Elias Sabo --------------------------------- Elias Sabo, Attorney-in-Fact INLAND PARTNERS, L.P. By: /s/ Elias Sabo --------------------------------- Elias Sabo, Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----