- Amended Statement of Beneficial Ownership (SC 13D/A)
17 March 2010 - 10:24PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 6)*
COMSYS IT Partners, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
20581E104
(CUSIP Number)
James F. Powers, Esq.
Senior Counsel
Wells Fargo & Company
30
th
Floor, One Wachovia Center
301 South College Street
Charlotte NC 28202-6000
(704) 383-0520
With copies to:
James R. Wyche, Esq.
K&L Gates LLP
214 N. Tryon Street
Hearst Tower, 47
th
Floor
Charlotte, North Carolina 28202
(704) 331-7558
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 9 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 Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*
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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.
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The information required on the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however,
see
the
Notes
).
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CUSIP No.
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20581E104
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13D
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Page
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2
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of
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6 Pages
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1
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NAME OF REPORTING PERSONS
WACHOVIA INVESTORS, INC.
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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
1
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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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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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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North Carolina
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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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3,460,262
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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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3,460,262
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,460,262
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12
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CHECK 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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16.3%
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14
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TYPE OF REPORTING PERSON
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CO
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1 As a result of being party to the Tender and Voting Agreement
(as described in Items 4 and 6 of Amendment No. 5), Wachovia Investors, Inc. may be considered a member
of a group for purposes of this Schedule 13D. Wachovia Investors, Inc. expressly disclaims beneficial
ownership of the shares of Common Stock beneficially owned by the Other Supporting Stockholders (as defined
in Amendment No. 5).
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CUSIP No.
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20581E104
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13D
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Page
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3
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of
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6 Pages
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1
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NAME OF REPORTING PERSONS
WELLS FARGO & COMPANY
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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
1
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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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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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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Delaware
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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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3,460,262
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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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3,460,262
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,460,262
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12
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CHECK 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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16.3%
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14
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TYPE OF REPORTING PERSON
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HC
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1 As a result of Wachovia Investors, Inc. being party to the Tender and
Voting Agreement (as described in Items 4 and 6 of Amendment
No. 5), Wells Fargo & Company may be considered a
member of a group for purposes of this Schedule 13D. Wells Fargo & Company expressly disclaims beneficial ownership
of the shares of Common Stock beneficially owned by the Other Supporting Stockholders (as defined in Amendment No. 5).
Explanatory Note
. This Amendment No. 6 (this
Amendment
) is filed jointly on behalf
of (i) Wachovia Investors, Inc., a North Carolina corporation (
Wachovia Investors
), by
virtue of its direct beneficial ownership of common stock, $0.01 par value per share (the
Common Stock
), of COMSYS IT Partners, Inc., a Delaware corporation (the
Company
), and (ii) Wells Fargo & Company, a Delaware corporation (
Wells Fargo
),
in its capacity as the sole parent company of Wachovia Investors (together with Wachovia Investors,
the
Reporting Persons
). This Amendment, among other things, supplements and amends the
Schedule 13D filed by the Reporting Persons on October 12, 2004, as amended by Amendment No. 1
filed on January 30, 2007, Amendment No. 2 filed on February 12, 2007, Amendment No. 3 filed on May
29, 2007, Amendment No. 4 filed on December 24, 2008, and Amendment No. 5 filed on February 5, 2010
(the
Schedule 13D
). Except as provided herein, this Amendment does not modify any of the
information previously reported on the Schedule 13D. Unless otherwise indicated herein,
capitalized terms used but not defined in this Amendment shall have the same meanings herein as are
assigned to such terms in the Schedule 13D.
The Schedule 13D is hereby amended as follows:
Item 3. Purpose of the Transaction.
Item 3 of this Schedule 13D is hereby amended and supplemented by adding the following:
As described in Item 4 below, 237,345 shares of Common Stock reverted to Wachovia Investors
pursuant to the terms of the 2004 Management Incentive Plan of COMSYS Holding, Inc., the Companys
predecessor, established as of January 1, 2004.
Item 4. Purpose of the Transaction.
Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following:
237,345 shares of Common Stock were part of a pool of shares established as of January 1, 2004
to be awarded to employees of the Companys predecessor pursuant to the terms of the COMSYS
Holding, Inc. 2004 Management Incentive Plan (the Plan). As provided in the Plan, shares in the
pool were subject to reversion to Wachovia Investors (and to certain other investors in COMSYS
Holding, Inc. as of September 30, 2004, the date of its merger into the Company) upon forfeiture of
awards by employees due to the their not meeting vesting criteria that applied through 2009. Based
upon the Companys financial results for 2009, these forfeited shares reverted to Wachovia
Investors, and the other investors in COMSYS Holding, Inc. as of September 30, 2004, automatically
pursuant to the terms of the Plan without any action taken or consideration paid by the Reporting
Persons, and the Reporting Persons received notice of such reversion from the Company on March 9,
2010.
Page 4 of 6 Pages
Item 5. Interest in Securities of the Issuer.
Item 5 of this Schedule 13D is hereby amended and supplemented by adding the following:
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Shares
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Options
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Sole
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Shared
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Sole
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Shared
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Held
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Held
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Voting
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Voting
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Dispositive
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Dispositive
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Beneficial
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Percentage
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Reporting Person
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Directly
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Directly
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Power
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Power
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Power
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Power
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Ownership
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of Class
(1)
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Wachovia Investors,
Inc.
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3,460,262
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0
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0
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3,460,262
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0
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3,460,262
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3,460,262
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16.3
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%
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Wells Fargo
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0
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0
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0
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3,460,262
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0
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3,460,262
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3,460,262
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16.3
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%
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(1)
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This percentage is calculated based upon 21,293,875 shares of the Companys Common Stock
outstanding as of March 1, 2010, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under
the Securities Exchange Act, as set forth in the Companys Schedule 14D-9 filed with the SEC
on March 4, 2010.
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As described in Item 4 above, 237,345 shares of Common Stock reverted to Wachovia
Investors pursuant to the terms of the 2004 Management Incentive Plan of COMSYS Holding, Inc., the
Companys predecessor, established as of January 1, 2004.
Item 7. Material to Be Filed as Exhibits.
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Exhibit No.
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Exhibit
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99.1
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Joint Filing Agreement, dated as of March 16, 2010, by
and among the Reporting Persons (filed herewith).
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Page 5 of 6
Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of each of the
undersigned, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 16, 2010
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WACHOVIA INVESTORS, INC.
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By:
Name:
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/s/ Tracey M. Chaffin
Tracey M. Chaffin
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Title:
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Managing Director
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WELLS FARGO & COMPANY
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By:
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/s/ Jane Washington
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Name:
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Jane Washington
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Title:
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Vice President
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Page 6 of 6 Pages
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