As filed with the Securities and Exchange Commission on May 18, 2009
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMSYS IT PARTNERS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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56-1930691
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification Number)
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4400 Post Oak Parkway, Suite 1800
Houston, TX 77027
(Address, including zip code, of principal executive offices)
(713) 386-1400
(Registrants telephone number, including area code)
COMSYS IT Partners, Inc. 2004 Stock Incentive Plan
(Full title of the plan)
Ken R. Bramlett, Jr.
Senior Vice President, General Counsel and Corporate Secretary
COMSYS IT Partners, Inc.
4400 Post Oak Parkway, Suite 1800
Houston, TX 77027
(713) 386-1400
(Name and address, including zip code, and telephone number, including area code, of agent for services)
Copy to:
Michael J. Denny
K&L Gates LLP
Hearst Tower, 47th Floor
214 North Tryon Street
Charlotte, NC 28202
(704) 331-7400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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maximum
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Amount to be
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maximum offering
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aggregate offering
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Amount of
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Title of Securities to be registered
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registered (1)
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price per share (2)
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price (2)
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Registration Fee
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Common Stock, $0.01 par value per share
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1,250,000
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$4.93
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$6,162,500
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$343.87
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(1)
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These shares are issuable under the COMSYS IT Partners, Inc. 2004 Stock Incentive Plan, as
amended, upon the exercise of options, the vesting of restricted stock awards or the exercise
or vesting of certain other awards. The aggregate number of shares of common stock that may
be issued under the registrants 2004 Stock Incentive Plan, as amended, is 3,000,000 shares,
which includes 1,159,669 shares of common stock previously registered on the Registration
Statement on Form S-8, File No. 333-120334, filed by the registrant on November 9, 2004 and
590,331 shares of common stock previously registered on the Registration Statement on Form
S-8, File No. 333-147475, filed by the registrant on November 16, 2007. The amount of shares
being registered includes an indeterminate number of additional shares that may be issuable
due to stock splits, stock dividends or similar transactions, in accordance with Rule 416(c)
under the Securities Act.
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(2)
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Estimated pursuant to Rules 457(c) and (h) under the Securities Act solely for purposes of
calculating the amount of the registration fee, based upon the average of the high and low
prices of the registrants Common Stock reported on The Nasdaq Global Market on May 13, 2009.
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EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended
(the Securities Act), this Registration Statement is filed by COMSYS IT Partners, Inc., a
Delaware corporation (we or the Company), for the purpose of registering 1,250,000 additional
shares of the Companys common stock, par value $0.01 per share (the Common Stock), for offer and
sale under the Companys 2004 Stock Incentive Plan, as amended, (the 2004 Plan) pursuant to an
amendment to the 2004 Plan approved by the Companys stockholders on May 13, 2009 (the
Amendment). After taking into account the shares added by the Amendment, the aggregate number of
shares of Common Stock that may be issued under the 2004 Plan is 3,000,000, which includes
1,159,669 shares of Common Stock previously registered under the Registration Statement on Form
S-8, File No. 333-120334, filed with the Securities and Exchange Commission (the SEC) on November
9, 2004 (the Original Registration Statement) and 590,331 shares of common stock previously
registered on the Registration Statement on Form S-8, File No. 333-147475, filed by the registrant
on November 16, 2007 (the Second Registration Statement). Pursuant to Instruction E to Form S-8,
the Company hereby incorporates the Original Registration Statement and the Second Registration
Statement by reference. The prospectus referred to in Part I of this Registration Statement is a
combined prospectus for purposes of Rule 429 of the Securities Act and relates to this Registration
Statement, the Original Registration Statement and the Second Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this Registration Statement
will be sent or given to the Companys officers, employees, consultants and directors, as specified
by Rule 428(b)(1) promulgated under the Securities Act. Such documents need not be filed with the
SEC either as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3, Part II of this
Registration Statement, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company with the SEC, are incorporated
in this Registration Statement by reference:
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(a)
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the Companys Annual Report on Form 10-K for the fiscal year ended December
28, 2008, filed on March 11, 2009 (which incorporates by reference portions of the
Companys Proxy Statement filed on April 13, 2009);
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(b)
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the Companys Quarterly Report on Form 10-Q filed on May 7, 2009;
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(c)
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the Companys Current Reports on Form 8-K filed on January 5, 2009, February
3, 2009, February 19, 2009, March 24, 2009,
April 30, 2009 and May 14, 2009; and
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(d)
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the description of the Common Stock contained in the Registration Statement
on Form 8-A/A, filed on November 2, 2004.
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All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), prior to the filing
of a post-effective amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of the filing of such documents. The Company
is not, however, incorporating by reference any documents or portions thereof, whether specifically
listed above or filed in the future, that are not considered filed with the SEC, including any
information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished
pursuant to Item 9.01 of Form 8-K.
Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers.
Delaware Law
Section 145 of the Delaware General Corporation Law (DGCL), permits a corporation, under
specified circumstances, to indemnify its directors, officers, employees or agents against expenses
(including attorneys fees), judgments, fines and amounts paid in settlements actually and
reasonably incurred by them in connection with any action, suit or proceeding brought by third
parties by reason of the fact that they were or are directors, officers, employees or agents of the
corporation, if such directors, officers, employees or agents acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful.
In a derivative action, i.e., one by or in the right of the corporation, indemnification may be
made only for expenses actually and reasonably incurred by directors, officers, employees or agents
in connection with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they reasonably believed to
be in
or not opposed to the best interests of the corporation, except that no indemnification shall
be made if such person shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine upon application that
the defendant directors, officers, employees or agents are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.
Our certificate of incorporation provides that no director shall be personally liable to us or
any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as
directors, except to the extent such limitation on or exemption from liability is not permitted
under the DGCL. The effect of this provision of our certificate of incorporation is to eliminate
our rights and those of our stockholders (through stockholders derivative suits on our behalf) to
recover monetary damages against a director for breach of the fiduciary duty of care as a director,
including breaches resulting from negligent or grossly negligent behavior, except, as restricted by
the DGCL:
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for any breach of the directors duty of loyalty to the company or its
stockholders,
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for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law,
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in respect of certain unlawful dividend payments or stock redemptions or
repurchases, and
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for any transaction from which the director derives an improper personal
benefit.
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This provision does not limit or eliminate our rights or the rights of any stockholder to seek
non-monetary relief, such as an injunction or rescission, in the event of a breach of a directors
duty of care.
If the DGCL is amended to authorize corporate action further eliminating or limiting the
liability of directors, then, in accordance with our certificate of incorporation, the liability of
our directors to us or our stockholders will be eliminated or limited to the fullest extent
authorized by the DGCL, as so amended. Any repeal or amendment of provisions of our certificate of
incorporation limiting or eliminating the liability of directors, whether by our stockholders or by
changes in law, or the adoption of any other provisions inconsistent therewith, will (unless
otherwise required by law) be prospective only, except to the extent such amendment or change in
law permits us to further limit or eliminate the liability of directors on a retroactive basis.
Certificate of Incorporation and Bylaws
Our certificate of incorporation provides that we will, to the fullest extent authorized or
permitted by applicable law, indemnify our current and former directors and officers, as well as
those persons who, while directors or officers of our corporation, are or were serving as
directors, officers, employees or agents of another entity, trust or other enterprise, including
service with respect to an employee benefit plan, in connection with any threatened, pending or
completed proceeding, whether civil, criminal, administrative or investigative, against all
expense, liability and loss (including, without limitation, attorneys fees, judgments, fines,
ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by
any such person in connection with any such proceeding. Notwithstanding the foregoing, a person
eligible for indemnification pursuant to our certificate of incorporation will be indemnified by us
in connection with a proceeding initiated by such person only if such proceeding was authorized by
our board of directors, except for proceedings to enforce rights to indemnification.
The right to indemnification conferred by our certificate of incorporation is a contract right
that includes the right to be paid by us the expenses incurred in defending or otherwise
participating in any proceeding referenced above in advance of its final disposition, provided,
however, that if the DGCL requires, an advancement of expenses incurred by our officer or director
(solely in the capacity as an officer or director of our corporation) will be made only upon
delivery to us of an undertaking, by or on behalf of such officer or director, to repay all amounts
so advanced if it is ultimately determined that such person is not entitled to be indemnified for
such expenses under our certificate of incorporation or otherwise.
The rights to indemnification and advancement of expenses will not be deemed exclusive of any
other rights which any person covered by our certificate of incorporation may have or hereafter
acquire under law, our certificate of incorporation, our bylaws, an agreement, vote of stockholders
or disinterested directors, or otherwise.
Any repeal or amendment of provisions of our certificate of incorporation affecting
indemnification rights, whether by our stockholders or by changes in law, or the adoption of any
other provisions inconsistent therewith, will (unless otherwise required by law) be prospective
only, except to the extent such amendment or change in law permits us to provide broader
indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect
any right or protection existing at the time of such repeal or amendment or adoption of such
inconsistent provision with respect to any act or omission occurring prior to such repeal or
amendment or adoption of such inconsistent provision. Our certificate of incorporation also permits
us, to the extent and in the manner authorized or permitted by law, to indemnify and to advance
expenses to persons other that those specifically covered by our certificate of incorporation.
Our bylaws include the provisions relating to advancement of expenses and indemnification
rights consistent with those set forth in our certificate of incorporation. In addition, our bylaws
provide for a right of indemnitee to bring a suit in the event a claim for indemnification or
advancement of expenses is not paid in full by us within a specified period of time. Our bylaws
also permit us to purchase and maintain insurance, at our expense, to protect us and/or any
director, officer, employee or agent of our corporation or another entity, trust or other
enterprise against any expense, liability or loss, whether or not we would have the power to
indemnify such person against such expense, liability or loss under the DGCL.
Any repeal or amendment of provisions of our bylaws affecting indemnification rights, whether
by our board of directors, stockholders or by changes in applicable law, or the adoption of any
other provisions inconsistent therewith, will (unless otherwise required by law) be prospective
only, except to the extent such amendment or change in law permits us to provide broader
indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect
any right or protection existing thereunder with respect to any act or omission occurring prior to
such repeal or amendment or adoption of such inconsistent provision.
Indemnification Agreements
We are a party to indemnification agreements with our executive officers and directors.
Pursuant to such indemnification agreements, we are obligated to indemnify each such individual to
the fullest extent permitted by our certificate of incorporation, our bylaws and applicable law, as
the same exists or may hereafter be amended or replaced (but only to the extent that such change
authorizes broader indemnification rights than were permitted prior thereto). We will indemnify
each such indemnitee against any and all expenses or losses in the event any such indemnitee was,
is or becomes party to, or was or is threatened to be made party to, or was or is otherwise
involved in, any proceeding, whether civil, criminal, administrative or investigative, by virtue of
his or her status as a director, officer, employee, partner, member, manager, trustee, fiduciary or
agent of our corporation or another entity, trust or enterprise (when holding such corporate status
at our request). We also agreed to indemnify each such indemnitee against any federal, state, local
or foreign taxes imposed as a result of the actual or deemed receipt of any payments under the
indemnification agreement. Notwithstanding the foregoing, no indemnification obligations arise (i)
in the event a proceeding was initiated or brought voluntarily by such indemnitee against us or our
directors, officers, employees or other indemnitees and the board of directors has not authorized
or consented to the initiation of such proceeding, or (ii) for an accounting of profits made from
the purchase and sale by such indemnitee of our securities within the meaning of Section 16(b) of
the Exchange Act or any similar successor statute.
We also agreed to indemnify any indemnitee who, by reason of his or her corporate status
described in the immediately preceding paragraph, is a witness in any proceeding to which such
person is not a party, against all expenses actually and reasonably paid or incurred by such
indemnitee in connection therewith. We are also obligated to advance any expenses (except the
amount of any settlement) actually and reasonably paid or incurred by the indemnitee in connection
with any proceeding (except those proceedings initiated by
such indemnitee that are not authorized by the board of directors) to the fullest extent permitted by law upon delivery of the requisite
undertaking to repay such advances, if it is ultimately adjudicated that such person is not
entitled to indemnification.
Merger Agreement
The Agreement and Plan of Merger dated as of July 19, 2004, as amended, referred to as the
merger agreement, provides for the continuation, after the merger, of all rights to indemnification
by COMSYS Holding, Inc. (Old COMSYS) or any of its subsidiaries in favor of any person or entity
who is, has been or becomes prior to the effective time of the merger an officer, director or
employee of Old COMSYS or any of its subsidiaries, any person who acts as a fiduciary under any
employee benefit plan of Old COMSYS or its subsidiaries, and any other person whom Old COMSYS has
designated in its certificate of incorporation as being entitled to indemnification rights. Since
September 30, 2004, we have been responsible for paying and performing such indemnification
obligations.
The merger agreement provides that for six years after the merger, we will indemnify and
defend the indemnified parties referenced above and hold them harmless against all losses, claims,
damages, liabilities, fees, expenses, judgments and fines arising in whole or in part out of
actions or omissions in these capacities that occurred at or prior to the merger. We will also
reimburse each such indemnified party for any legal or other expenses they reasonably incur in
connection with investigating or defending any such losses, claims, damages, liabilities, fees,
expenses, judgments and fines as the expenses are incurred.
In addition, for a period of six years following the merger, we agreed to maintain directors
and officers liability insurance for the benefit of the then present and former officers and
directors of Old COMSYS with respect to claims arising from actions or omissions occurring before
the merger. This insurance must contain at least the same coverage and amounts, and contain terms
and conditions no less advantageous, as the coverage then provided by Old COMSYS to these
individuals, subject to the limitation that we will not be required to spend an amount in any year
that is more than 300% of the aggregate annual premiums paid for this insurance by Old COMSYS at
the time of the merger.
Item 8. Exhibits.
See the accompanying Exhibit Index for a list of Exhibits to this Registration Statement,
which is incorporated by reference herein.
Item 9. Undertakings.
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
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(i)
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to include any prospectus required by
Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement
(or most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set
forth in the Calculation of Registration Fee table in the effective
registration statement; and
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(iii)
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to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
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provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Company
pursuant to section 13 or section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
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(2)
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That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Companys
annual report pursuant to Section 13(a) of Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plans annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement relating to
the securities offered herein, and the offering of such securities at the time shall
be deemed to be the initial
bona fide
offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Houston, State of Texas, on this 18th
day of May, 2009.
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By:
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/s/ Amy Bobbitt
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Name: Amy Bobbitt
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Title: Senior Vice President and Chief Accounting Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Ken R. Bramlett, Jr. and Amy Bobbitt, and each or either of them, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement under the
Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated on May 18, 2009.
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/s/ Larry L. Enterline
Larry L. Enterline
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Chief Executive Officer and Director
(principal executive officer)
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/s/ Amy Bobbitt
Amy Bobbitt
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Senior Vice President and Chief Accounting Officer
(principal financial and accounting officer)
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/s/ Frederick W. Eubank II
Frederick W. Eubank II
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Director
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/s/ Robert Fotsch
Robert Fotsch
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Director
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/s/ Robert Z. Hensley
Robert Z. Hensley
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Director
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/s/ Victor E. Mandel
Victor E. Mandel
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Director
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/s/ Courtney R. McCarthy
Courtney R. McCarthy
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Director
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Director
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EXHIBIT INDEX
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Incorporated by Reference
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Exhibit
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Exhibit
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Number
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Exhibit Description
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Form
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Number
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Filing Date
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3.1
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Amended and Restated Certificate of Incorporation of COMSYS IT Partners, Inc.
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8-K
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3.1
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October 4, 2004
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3.2
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Amended and Restated Bylaws of COMSYS IT Partners, Inc.
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8-K
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3.2
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October 4, 2004
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3.3
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First Amendment to the Amended and Restated Bylaws of COMSYS IT Partners, Inc.
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8-K
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3.1
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May 4, 2005
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4.1
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Registration Rights Agreement, dated as of September 30, 2004, between COMSYS
IT Partners, Inc. and certain of the old COMSYS Holdings stockholders party
thereto
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8-A/A
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4.2
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November 2, 2004
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4.2
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Amendment No. 1 to Registration Rights Agreement dated April 1, 2005 between
COMSYS IT Partners, Inc., and certain of the old COMSYS Holdings stockholders
party thereto
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10-Q
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4.2
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May 6, 2005
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4.3
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Amended and Restated Registration Rights Agreement, dated as of September 30,
2004, between COMSYS IT Partners, Inc. and certain of the old Venturi
stockholders party thereto
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8-A/A
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4.3
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November 2, 2004
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4.4
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Amendment No. 1 to Amended and Restated Registration Rights Agreement dated
April 1, 2005 between COMSYS IT Partners, Inc., and certain of the old
Venturi stockholders party thereto
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10-Q
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4.4
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May 6, 2005
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4.7#
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Common Stock Purchase Warrant dated as of April 14, 2003, issued by the
Company in favor of BNP Paribas
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8-K
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99.16
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April 25, 2003
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4.8
|
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Specimen Certificate for Shares of Common Stock
|
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10-K
|
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4.6
|
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April 1, 2005
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5.1*
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Opinion of K&L Gates, LLP
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10.1
|
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2004 Stock Incentive Plan, as amended
|
|
Proxy Statement
|
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Appendix A
|
|
April 13, 2009
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10.2
|
|
Form of Stock Option Agreement
|
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S-8
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10.2
|
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|
November 16, 2007
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10.3
|
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Form of Restricted Stock Award Agreement
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S-8
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10.3
|
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November 16, 2007
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23.1*
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Consent of Independent Registered Public Accounting Firm
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23.2*
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Consent of K&L Gates, LLP (included in Exhibit 5.1)
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24*
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Power of Attorney (included on signature page)
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