- Amended Statement of Beneficial Ownership (SC 13D/A)
05 February 2010 - 1:22AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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)
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Joseph Milana and Chrissie Neves
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Joseph Milana and Chrissie Neves
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Links Partners, L.P.
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Inland Partners, L.P.
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61 Wilton Avenue,
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61 Wilton Avenue,
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2nd Floor
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2nd Floor
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Westport, Connecticut 06880
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Westport, Connecticut 06880
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Telephone: (203) 221-1703
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Telephone: (203) 221-1703
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 1, 2010
(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-l(f) or 240.13d-l(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 persons 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 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)
SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Links Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bermuda
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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587,759.38
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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587,759.38
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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587,759.38
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.0%
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14
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TYPE OF REPORTING PERSON
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PN
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Inland Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bahamas
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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559,877.98
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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559,877.98
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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559,877.98
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.8%
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14
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TYPE OF REPORTING PERSON
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PN
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Coryton Management Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bahamas
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,147,637.36
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,147,637.36
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,147,637.36
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.9%
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14
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TYPE OF REPORTING PERSON
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CO, HC
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arthur Coady
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,147,637.36
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,147,637.36
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,147,637.36
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.9%
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14
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TYPE OF REPORTING PERSON
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IN
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elias Sabo
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,147,637.36
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,147,637.36
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,147,637.36
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.9%
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14
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TYPE OF REPORTING PERSON
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IN
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
I. Joseph Massoud
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
|
BENEFICIALLY
|
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|
OWNED BY
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1,147,637.36
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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|
PERSON
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0
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WITH
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10
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|
SHARED DISPOSITIVE POWER
|
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|
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|
1,147,637.36
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
1,147,637.36
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.9%
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14
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TYPE OF REPORTING PERSON
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IN
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Introduction.
This Amendment No. 13 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 November 3, 2004 (Amendment No. 10), Amendment No. 11 to Schedule 13D filed on August
18, 2005 (Amendment No. 11) and Amendment No. 12 to Schedule 13D filed on February 13, 2007
(Amendment No. 12). 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, Amendment No. 12 and Amendment No. 13 are collectively
referred to herein as Schedule 13D.
Capitalized terms used and not defined in this Amendment No. 13 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, and (xi) Amendment No. 12 amended certain information that changed since the
filing of Amendment No. 11.
This Amendment No. 13 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. 12.
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:
On
February 1, 2010, Links Partners, L.P. and Inland Partners, L.P. entered into a
Tender and Voting Agreement with Manpower Inc. and the persons listed
on Schedule 1 attached thereto.
Item 7. Materials to be Filed as Exhibits.
Item 7 of Schedule 13D is hereby amended by adding Exhibit 20 and replacing Exhibit 5.
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Exhibit No.
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Description
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20
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Tender and Voting Agreement, dated as of February 1, 2010, by and among Manpower Inc. and the
persons listed on Schedule 1 attached thereto (incorporated by reference to Exhibit 2.2 of the
Current Report on Form 8-K filed by COMSYS IT Partners, Inc. on February 2, 2010).
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5
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|
Joint Filing Agreement, dated as of February 3, 2010, by and among Links Partners, L.P.,
Inland Partners, L.P., Coryton Management Ltd., Arthur Coady, Elias Sabo and I. Joseph
Massoud.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the
information set forth in this Amendment No. 13 is true, complete and correct.
February 3, 2010
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LINKS PARTNERS, L.P.
By: Coryton Management Ltd.,
its general partner
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By:
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/s/Arthur Coady
|
|
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Name:
|
Arthur Coady
|
|
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Title:
|
President
|
|
|
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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
|
|
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By:
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/s/Elias Sabo
|
|
|
Name:
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Elias Sabo
|
|
|
|
|
|
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I. JOSEPH MASSOUD
|
|
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By:
|
/s/I. Joseph Massoud
|
|
|
Name:
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I. Joseph Massoud
|
|
|
|
|
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|
EXHIBIT INDEX
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|
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Exhibit No.
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|
Description
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|
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|
20
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Tender and Voting Agreement, dated as of February 1, 2010, by and among Manpower Inc. and the
persons listed on Schedule 1 attached thereto (incorporated by reference to Exhibit 2.2 of the
Current Report on Form 8-K filed by COMSYS IT Partners, Inc. on February 2, 2010).
|
|
|
|
5
|
|
Joint Filing Agreement, dated as of February 3, 2010, by and among Links Partners, L.P.,
Inland Partners, L.P., Coryton Management Ltd., Arthur Coady, Elias Sabo and I. Joseph
Massoud.
|
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