-----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, Of2PdCZDPwPHhv85jWmvJaGhzJ0VRWpyP+HXCiEb8IyvjXEBgafrNqZou0z2YyMu 69diLlEvNjwnyOuk6Ll62Q== 0000950129-04-008079.txt : 20041027 0000950129-04-008079.hdr.sgml : 20041027 20041027123201 ACCESSION NUMBER: 0000950129-04-008079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041021 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041027 DATE AS OF CHANGE: 20041027 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13956 FILM NUMBER: 041098673 BUSINESS ADDRESS: STREET 1: 2709 WATER RIDGE PKWY STREET 2: 2ND FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28217 BUSINESS PHONE: 7044425100 MAIL ADDRESS: STREET 1: 2709 WATER RIDGE PKWY STREET 2: 2ND FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28217 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 8-K 1 h19453e8vk.htm COMSYS IT PARTNERS, INC. - OCTOBER 21, 2004 e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 21, 2004


COMSYS IT PARTNERS, INC.

(Exact Name of Registrant as Specified in Charter)


         
Delaware
(State or Other Jurisdiction
of Incorporation)
  001-13956
(Commission
File Number)
  56-1930691
(IRS Employer
Identification No.)

4400 Post Oak Parkway, Suite 1800
Houston, Texas 77027

(Address of Principal Executive Offices)

(713) 386-1400

(Registrant’s telephone number, including area code)

Venturi Partners, Inc.
Five LakePointe Plaza
2709 Water Ridge Parkway, 2nd Floor
Charlotte, North Carolina 28217

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


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Item 4.01.  Changes in the Registrant’s Certifying Accountant.
Item 9.01.  Financial Statements and Exhibits.
SIGNATURE
PricewaterhouseCoopers LLP's letter dated October 27, 2004


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Item 4.01.  Changes in the Registrant’s Certifying Accountant.

     (a) Previous Independent Registered Public Accounting Firm

     On October 21, 2004, COMSYS IT Partners, Inc. (formerly Venturi Partners, Inc.) (the “Company”) dismissed PricewaterhouseCoopers LLP as its independent registered public accounting firm effective upon completion of services related to the review of the Company’s Form 10-Q for the quarter ended September 26, 2004. The Company’s Audit Committee participated in and approved the decision to change the Company’s independent registered public accounting firm.

     PricewaterhouseCoopers LLP’s audit reports for the past two fiscal years ended December 29, 2002 and December 28, 2003, contain no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

     During the two most recent fiscal years and through October 21, 2004, there have been no disagreements between the Company and PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference thereto in their reports on the financial statements for such years.

     During the fiscal years ended December 29, 2002 and December 28, 2003 and through October 21, 2004, there have been no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

     The Company has requested PricewaterhouseCoopers LLP to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements made by the Company. A copy of such letter, dated October 27, 2004, is filed as Exhibit 16.1 to this Current Report.

     (b) New Independent Registered Public Accounting Firm

     The Company engaged Ernst & Young LLP as its new independent registered public accounting firm as of October 21, 2004. Prior to such engagement, Ernst & Young LLP served as the independent registered public accounting firm for COMSYS Holding, Inc. Pursuant to a merger consummated on September 30, 2004, VTP, Inc., a wholly-owned subsidiary of the Company, merged with and into COMSYS Holding, Inc. COMSYS Holding, Inc. became a wholly-owned subsidiary of Venturi Partners, Inc. which then changed its name to COMSYS IT Partners, Inc. COMSYS Holding, Inc. was the accounting acquiror in the merger. During the two most recent fiscal years and in the subsequent interim period, the Company did not consult with Ernst & Young LLP regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that the Company concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

 


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Item 9.01.  Financial Statements and Exhibits.

(a)      Financial Statements or Business Acquired. Not applicable.

(b)      Pro Forma Financial Information. Not applicable.

(c)      Exhibits.

     
Number
  Exhibit

 
 
 
16.1*
  PricewaterhouseCoopers LLP’s letter dated October 27, 2004 regarding the Company’s disclosure in the Current Report on Form 8-K.

*Filed herewith.

[SIGNATURE PAGE TO FOLLOW]

 


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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  COMSYS IT PARTNERS, INC.
 
 
Date: October 27, 2004  By:   /s/ Joseph C. Tusa, Jr.    
    Name:   Joseph C. Tusa, Jr.   
    Title:   Senior Vice President and Chief
Financial Officer 
 

 


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EXHIBIT INDEX

     
Number
  Exhibit

 
 
 
16.1*
  PricewaterhouseCoopers LLP’s letter dated October 27, 2004 regarding the Company’s disclosure in the Current Report on Form 8-K.

*Filed herewith.

 

EX-16.1 2 h19453exv16w1.htm PRICEWATERHOUSECOOPERS LLP'S LETTER DATED OCTOBER 27, 2004 exv16w1
 

Exhibit 16.1

[PwC Letterhead]

October 27, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by COMSYS IT Partners, Inc. (copy attached), which we understand will be filed with the Commission, pursuant to Item 4.01 of Form 8-K, as part of the COMSYS IT Partners, Inc.’s Form 8-K report dated October 21, 2004. We agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

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