##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 30, 2008.
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-27792
 
 COMSYS IT PARTNERS, INC.
 (Exact name of Registrant as specified in its charter)
 
 Delaware
(State or other jurisdiction 
of incorporation or organization)
    
    56-1930691
(I.R.S. Employer
Identification Number)
 4400 Post Oak Parkway, Suite 1800
Houston, TX 77027
(Address, including zip code, of principal executive offices)
 (713) 386-1400
(Registrants telephone number, including area code)
 
 þ o
  o þ o o
  o þ




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##### 



TABLE OF CONTENTS
 PageCautionary Note Regarding Forward-Looking Statements
    
    
    2PART IItem 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24PART IIItem 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3. Defaults upon Senior Securities
    
    
    25Item 4. Submission of Matters to a Vote of Securities Holders
    
    
    25Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    25Signatures
    
    
    27EX-31.1EX-31.2EX-32




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##### Table of Contents



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
   
    
    our success in attracting, training, retaining and motivating billable consultants
and key officers and employees;
    
    our ability to shift a larger percentage of our business mix into IT solutions,
project management and business process outsourcing and, if successful, our ability to
manage those types of business profitably;
    
    changes in levels of unemployment and other economic conditions in the United
States, or in particular regions or industries;
    
    weakness or reductions in corporate information technology spending levels;
    
    our ability to maintain existing client relationships and attract new clients in the
context of changing economic or competitive conditions;
    
    the financial stability of our customers and other business partners and their
ability to pay their outstanding obligations;
    
    the impact of competitive pressures on our ability to maintain or improve our
operating margins, including pricing pressures as well as any change in the demand for
our services;
    
    the entry of new competitors into the U.S. staffing services market due to the
limited barriers to entry or the expansion of existing competitors in that market;
    
    increases in employment-related costs such as healthcare and unemployment taxes;
    
    the possibility of our incurring liability for the activities of our billable
consultants or for events impacting our billable consultants on our clients premises;
    
    the risk that we may be subject to claims for indemnification under our customer
contracts;
    
    the risk in an uncertain economic environment of increased incidences of employment
disputes, employment litigation and workers compensation claims;
    
    the risk that cost cutting or restructuring activities could cause an adverse impact
on certain of our operations;
    
    economic declines that affect our business, including our profitability, liquidity
or the ability to comply with applicable loan covenants;
    
    adverse changes in credit and capital markets conditions that may affect our ability
to obtain financing or refinancing on favorable terms or that may warrant changes to
existing credit terms;
    
    adverse changes to managements periodic estimates of future cash flows that may
affect our assessment of our ability to fully recover our goodwill; and
    
    whether governments will amend existing regulations or impose additional regulations
or licensing requirements in such a manner as to increase our costs of doing business.
  2




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PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 COMSYS IT Partners, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
 Three Months EndedMarch 30,
    
    April 1,2008
    
    2007(In thousands, except per share amounts)Revenues from services
    
    $
    183,383
    
    
    $
    186,208Cost of services
    
    
    138,727
    
    
    
    141,207Gross profit
    
    
    44,656
    
    
    
    45,001Operating costs and expenses:Selling, general and administrative
    
    
    34,764
    
    
    
    35,421Depreciation and amortization
    
    
    1,820
    
    
    
    1,45836,584
    
    
    
    36,879Operating income
    
    
    8,072
    
    
    
    8,122Interest expense, net
    
    
    1,603
    
    
    
    2,420Other expense (income), net
    
    
    (53
    )
    
    
    (228
    )Income before income taxes
    
    
    6,522
    
    
    
    5,930Income tax expense
    
    
    1,418
    
    
    
    448Net income
    
    $
    5,104
    
    
    $
    5,482Basic earnings per common share
    
    $
    0.25
    
    
    $
    0.28Diluted earnings per common share
    
    $
    0.25
    
    
    $
    0.28Weighted average basic and diluted shares outstanding:Basic
    
    
    19,579
    
    
    
    18,845Diluted
    
    
    20,617
    
    
    
    19,754
 See notes to consolidated financial statements
 3




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COMSYS IT Partners, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(Unaudited)
 Three Months EndedMarch 30,
    
    April 1,2008
    
    2007(In thousands)Net income
    
    $
    5,104
    
    
    $
    5,482Foreign currency translation adjustments
    
    
    21
    
    
    
    26Total comprehensive income
    
    $
    5,125
    
    
    $
    5,508
 See notes to consolidated financial statements
 4




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COMSYS IT Partners, Inc. and Subsidiaries
Consolidated Balance Sheets
 March 30,
    
    December 30,2008
    
    2007(In thousands, except share and par value amounts)
    
    (Unaudited)AssetsCurrent assets:Cash
    
    $
    1,585
    
    
    $
    1,594Accounts receivable, net of allowance of $3,296 and $3,389, respectively
    
    
    186,510
    
    
    
    189,317Prepaid expenses and other
    
    
    4,398
    
    
    
    3,153Restricted cash
    
    
    3,392
    
    
    
    3,365Total current assets
    
    
    195,885
    
    
    
    197,429Fixed assets, net
    
    
    13,109
    
    
    
    13,094Goodwill
    
    
    173,439
    
    
    
    174,160Other intangible assets, net
    
    
    12,205
    
    
    
    10,002Deferred financing costs, net
    
    
    1,827
    
    
    
    2,044Restricted cash
    
    
    2,823
    
    
    
    4,218Other assets
    
    
    1,463
    
    
    
    1,522Total assets
    
    $
    400,751
    
    
    $
    402,469Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    148,219
    
    
    $
    145,622Payroll and related taxes
    
    
    26,760
    
    
    
    29,574Current maturities of long-term debt
    
    
    3,750
    
    
    
    5,000Interest payable
    
    
    266
    
    
    
    365Other current liabilities
    
    
    7,148
    
    
    
    7,897Total current liabilities
    
    
    186,143
    
    
    
    188,458Long-term debt
    
    
    61,626
    
    
    
    66,903Other noncurrent liabilities
    
    
    2,369
    
    
    
    2,476Total liabilities
    
    
    250,138
    
    
    
    257,837Commitments and contingenciesStockholders equity:Preferred stock, no par value; 5,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, par value $.01; 95,000,000 shares authorized and 20,377,867 shares outstanding;
95,000,000 shares authorized and 20,180,578 shares outstanding, respectively
    
    
    203
    
    
    
    201Common stock warrants
    
    
    1,734
    
    
    
    1,734Accumulated other comprehensive income
    
    
    78
    
    
    
    57Additional paid-in capital
    
    
    224,028
    
    
    
    223,174Accumulated deficit
    
    
    (75,430
    )
    
    
    (80,534
    )Total stockholders equity
    
    
    150,613
    
    
    
    144,632Total liabilities and stockholders equity
    
    $
    400,751
    
    
    $
    402,469
 See notes to consolidated financial statements
 5




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COMSYS IT Partners, Inc. and Subsidiaries
Consolidated Statements of Shareholders Equity
(Unaudited)
 AccumulatedCommon
    
    Other
    
    Additional
    
    
    
    
    
    TotalCommon
    
    Stock
    
    Comprehensive
    
    Paid-in
    
    Accumulated
    
    StockholdersStock
    
    Warrants
    
    Income (Loss)
    
    Capital
    
    Deficit
    
    Equity(In thousands, except share data)Balance as of December 31, 2006
    
    $
    191
    
    
    $
    1,734
    
    
    $
    (12
    )
    
    $
    206,740
    
    
    $
    (113,883
    )
    
    $
    94,770Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,349
    
    
    
    33,349Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    69
    
    
    
    
    
    
    
    
    
    
    
    69Issuance of 501,413 shares of common stock for acquistions
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    10,560
    
    
    
    
    
    
    
    10,565Issuance of 244,000 shares of restricted common stock
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    Forfeiture of 28,807 shares of restricted common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (428
    )
    
    
    
    
    
    
    (428
    )Options exercised for 185,683 shares of common stock
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    1,777
    
    
    
    
    
    
    
    1,779Stock issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19
    )
    
    
    
    
    
    
    (19
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,547
    
    
    
    
    
    
    
    4,547Balance as of December 30, 2007
    
    
    201
    
    
    
    1,734
    
    
    
    57
    
    
    
    223,174
    
    
    
    (80,534
    )
    
    
    144,632Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,104
    
    
    
    5,104Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    21Issuance of 251,878 shares of restricted common stock
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    Forfeiture of 72,127 shares of restricted common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (244
    )
    
    
    
    
    
    
    (244
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,100
    
    
    
    
    
    
    
    1,100Balance as of March 30, 2008
    
    $
    203
    
    
    $
    1,734
    
    
    $
    78
    
    
    $
    224,028
    
    
    $
    (75,430
    )
    
    $
    150,613
 See notes to consolidated financial statements
 6




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COMSYS IT Partners, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
 Three Months EndedMarch 30,
    
    April 1,2008
    
    2007(In thousands)Cash flows from operating activitiesNet income
    
    $
    5,104
    
    
    $
    5,482Adjustments to reconcile net income to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    1,820
    
    
    
    1,458Provision for doubtful accounts
    
    
    18
    
    
    
    41Stock-based compensation
    
    
    1,100
    
    
    
    1,720Amortization of deferred financing costs
    
    
    217
    
    
    
    244Noncash income tax expense
    
    
    1,418
    
    
    
    448Changes in operating assets and liabilities, net of effects of acquisitions:Accounts receivable
    
    
    2,765
    
    
    
    (21,294
    )Prepaid expenses and other
    
    
    (1,183
    )
    
    
    (155
    )Accounts payable
    
    
    607
    
    
    
    6,633Payroll and related taxes
    
    
    (3,071
    )
    
    
    (4,866
    )Other
    
    
    164
    
    
    
    387Net cash provided by (used in) operating activities
    
    
    8,959
    
    
    
    (9,902
    )Cash flows from investing activitiesCapital expenditures
    
    
    (1,064
    )
    
    
    (357
    )Acquisitions, net of cash acquired
    
    
    (1,387
    )
    
    
    (832
    )Net cash used in investing activities
    
    
    (2,451
    )
    
    
    (1,189
    )Cash flows from financing activitiesBorrowings (payments) under revolving credit facility, net
    
    
    (5,277
    )
    
    
    11,283Repayments of long-term debt
    
    
    (1,250
    )
    
    
    (1,250
    )Proceeds from issuance of common stock, net of issuance costs
    
    
    13
    
    
    
    (41
    )Exercise of stock options and warrants
    
    
    
    
    
    
    603Net cash provided by (used in) financing activities
    
    
    (6,514
    )
    
    
    10,595Effect of exchange rates on cash
    
    
    (3
    )
    
    
    8Net decrease in cash
    
    
    (9
    )
    
    
    (488
    )Cash, beginning of period
    
    
    1,594
    
    
    
    1,605Cash, end of period
    
    $
    1,585
    
    
    $
    1,117
 See notes to consolidated financial statements
 7




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COMSYS IT Partners, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements
 1. General
     Disclosures About
Segments of an Enterprise and Related Information
 2. Mergers and Acquisitions
   8




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3. Fair Value of Financial Instruments
  Fair Value Measurements
 9




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4. Long-Term Debt
  March 30,
    
    December 30,2008
    
    2007Revolver
    
    $
    61,626
    
    
    $
    66,903Senior term loan
    
    
    3,750
    
    
    
    5,00065,376
    
    
    
    71,903Less current maturities
    
    
    3,750
    
    
    
    5,000Total long-term debt
    
    $
    61,626
    
    
    $
    66,903
     5. Income Taxes
  10




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Accounting for Income Taxes
    6. Earnings Per Share
    11




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Three Months EndedMarch 30,
    
    April 1,2008
    
    2007Net income attributable to common stockholders  basic
    
    $
    4,905
    
    
    $
    5,307Net income attributable to unvested restricted stockholders
    
    
    138
    
    
    
    104Net income attributable to warrant holders
    
    
    61
    
    
    
    71Total net income
    
    $
    5,104
    
    
    $
    5,482Weighted average common shares outstanding  basic
    
    
    19,579
    
    
    
    18,845Add: dilutive restricted stock, stock options and warrants
    
    
    1,038
    
    
    
    909Diluted weighted average common shares outstanding
    
    
    20,617
    
    
    
    19,754Basic earnings per common share
    
    $
    0.25
    
    
    $
    0.28Diluted earnings per common share
    
    $
    0.25
    
    
    $
    0.28
  7. Commitments and Contingencies
      12




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8. Stock Compensation Plans
       Weighted-Average2003
    
    2004
    
    
    
    
    
    Exercise PriceEquity Plan
    
    Equity Plan
    
    Total
    
    Per ShareOutstanding at December 31, 2006
    
    
    540,198
    
    
    
    435,584
    
    
    
    975,782
    
    
    $
    9.48Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (95,198
    )
    
    
    (90,485
    )
    
    
    (185,683
    )
    
    $
    9.46Forfeited
    
    
    
    
    
    
    (14,833
    )
    
    
    (14,833
    )
    
    $
    9.56Outstanding at December 30, 2007
    
    
    445,000
    
    
    
    330,266
    
    
    
    775,266
    
    
    $
    9.48Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    (6,334
    )
    
    
    (6,334
    )
    
    $
    10.79Outstanding at March 30, 2008
    
    
    445,000
    
    
    
    323,932
    
    
    
    768,932
    
    
    $
    9.47Exercisable at March 30, 2008
    
    
    411,656
    
    
    
    251,932
    
    
    
    663,588
    
    
    $
    9.34Available for issuance at March 30, 2008
    
    
    53,035
    
    
    
    591,692
    
    
    
    644,727
 13




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Options Outstanding
    
    Options ExercisableWeighted
    
    Weighted
    
    
    
    
    
    WeightedContractual
    
    Average
    
    
    
    
    
    AverageOptions
    
    Years
    
    Exercise Price
    
    Options
    
    Exercise PriceRange of Exercise Prices
    
    Outstanding
    
    Remaining
    
    per Share
    
    Exercisable
    
    per Share$7.80
    
    
    219,000
    
    
    
    5.04
    
    
    $
    7.80
    
    
    
    219,000
    
    
    $
    7.80$8.55 to $8.88
    
    
    234,935
    
    
    
    6.27
    
    
    $
    8.56
    
    
    
    201,591
    
    
    $
    8.57$11.05 to $11.98
    
    
    314,997
    
    
    
    6.59
    
    
    $
    11.31
    
    
    
    242,997
    
    
    $
    11.37$63.25 to $20,000.00
    
    
    1,169
    
    
    
    2.19
    
    
    $
    371.07
    
    
    
    1,169
    
    
    $
    371.07$7.80 to $20,000.00
    
    
    770,101
    
    
    
    6.04
    
    
    $
    10.02
    
    
    
    664,757
    
    
    $
    9.98
   2007Expected life (in years)
    
    
    6.0Risk-free interest rate
    
    
    4.750
    %Expected volatility
    
    
    46.8
    %Dividend yield
    
    
    0.0
    %Weighted average fair value of options modified
    
    $
    17.29
    14




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Weighted AverageGrant Date FairShares
    
    Value Per ShareNonvested balance at December 31, 2006
    
    
    353,550
    
    
    $
    15.56Granted
    
    
    244,000
    
    
    $
    21.70Vested
    
    
    (87,748
    )
    
    $
    16.63Forfeited
    
    
    (19,167
    )
    
    $
    13.09Nonvested balance at December 30, 2007
    
    
    490,635
    
    
    $
    18.34Granted
    
    
    251,878
    
    
    $
    13.33Vested
    
    
    (114,644
    )
    
    $
    16.94Forfeited
    
    
    (72,127
    )
    
    $
    17.31Nonvested balance at March 30, 2008
    
    
    555,742
    
    
    $
    16.49
 
   9. Related Party Transactions
 Related Party Accounts Receivable
  10. Executive Officer Resignation
  15




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11. Recent Accounting Pronouncements
  Accounting for Leases
  Business Combinations
 16




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis should be read in conjunction with the unaudited
consolidated financial statements and related notes appearing elsewhere in this report, as well as
other reports we file with the Securities and Exchange Commission. This discussion contains
forward-looking statements reflecting our current expectations and estimates and assumptions
concerning events and financial trends that may affect our future operating results or financial
position. Actual results and the timing of events may differ materially from those contained in
these forward-looking statements due to a number of factors, including those discussed in the
section entitled Cautionary Note Regarding Forward-Looking Statements included elsewhere in this
report and in the section entitled Risk Factors included in our Annual Report on Form 10-K for
the fiscal year ended December 30, 2007.
 Our Business
   
    
    rate of technological change;
    
    rate of growth in corporate IT and professional services budgets;
    
    penetration of IT and professional services staffing in the general workforce;
    
    outsourcing of the IT and professional services workforce; and
    
    consolidation of supplier bases.
     17




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Overview of First Quarter 2008 Results
   2008 Outlook
   18




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Results of Operations
 Quarter Ended March 30, 2008, Versus Quarter Ended April 1, 2007
  Three Months Ended
    
    Percent of Revenues
    
    Percent ChangeMarch 30,
    
    April 1,
    
    March 30,
    
    April 1,
    
    2008 vs.2008
    
    2007
    
    2008
    
    2007
    
    2007Revenues from services
    
    $
    183,383
    
    
    $
    186,208
    
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    -1.5
    %Cost of services
    
    
    138,727
    
    
    
    141,207
    
    
    
    75.6
    %
    
    
    75.8
    %
    
    
    -1.8
    %Gross profit
    
    
    44,656
    
    
    
    45,001
    
    
    
    24.4
    %
    
    
    24.2
    %
    
    
    -0.8
    %Operating costs and expenses:Selling, general and administrative
    
    
    34,764
    
    
    
    35,421
    
    
    
    19.0
    %
    
    
    19.0
    %
    
    
    -1.9
    %Depreciation and amortization
    
    
    1,820
    
    
    
    1,458
    
    
    
    1.0
    %
    
    
    0.8
    %
    
    
    24.8
    %36,584
    
    
    
    36,879
    
    
    
    20.0
    %
    
    
    19.8
    %
    
    
    -0.8
    %Operating income
    
    
    8,072
    
    
    
    8,122
    
    
    
    4.4
    %
    
    
    4.4
    %
    
    
    -0.6
    %Interest expense, net
    
    
    1,603
    
    
    
    2,420
    
    
    
    0.8
    %
    
    
    1.3
    %
    
    
    -33.8
    %Other income, net
    
    
    (53
    )
    
    
    (228
    )
    
    
    0.0
    %
    
    
    -0.1
    %
    
    
    -76.8
    %Income before income taxes
    
    
    6,522
    
    
    
    5,930
    
    
    
    3.6
    %
    
    
    3.2
    %
    
    
    10.0
    %Income tax expense
    
    
    1,418
    
    
    
    448
    
    
    
    0.8
    %
    
    
    0.3
    %
    
    
    216.5
    %Net income
    
    $
    5,104
    
    
    $
    5,482
    
    
    
    2.8
    %
    
    
    2.9
    %
    
    
    -6.9
    %Billable headcount at end of period
    
    
    4,758
    
    
    
    4,983
  Revenues.
 Cost of Services .
 Selling, General and Administrative Expenses .
 19




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##### Table of Contents



Depreciation and Amortization .
 Interest Expense, Net.
 Provision for Income Taxes . Accounting for Income Taxes
   Liquidity and Capital Resources
 Overview
   20




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##### Table of Contents



Credit Agreements and Related Covenants
   Debt Compliance
   21




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##### Table of Contents



Cash Flows
  Three Months EndedMarch 30,
    
    April 1,2008
    
    2007Net cash provided by (used in) operating activities
    
    $
    8,959
    
    
    $
    (9,902
    )Net cash used in investing activities
    
    
    (2,451
    )
    
    
    (1,189
    )Net cash provided by (used in) financing activities
    
    
    (6,514
    )
    
    
    10,595Effect of exchange rates on cash
    
    
    (3
    )
    
    
    8Net decrease in cash
    
    $
    (9
    )
    
    $
    (488
    )
       Off-Balance Sheet Arrangements
  Related Party Transactions
 Related Party Accounts Receivable
  22




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##### Table of Contents



Contingencies and Indemnifications
  Critical Accounting Policies and Estimates
  Recent Accounting Pronouncements
  23




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risks
  Foreign Currency Risks
  Equity Market Risks
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Controls over Financial Reporting
  24




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##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  25




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    ExhibitNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Filing Date3.1
    
    
    Amended and Restated Certificate of Incorporation of COMSYS IT Partners, Inc.
    
    8-K
    
    
    3.1
    
    
    October 4, 20043.2
    
    
    Amended and Restated Bylaws of COMSYS IT Partners, Inc.
    
    8-K
    
    
    3.2
    
    
    October 4, 20043.3
    
    
    First Amendment to the Amended and Restated Bylaws of COMSYS IT Partners, Inc.
    
    8-K
    
    
    3.1
    
    
    May 4, 20054.1
    
    
    Registration Rights Agreement, dated as of September 30, 2004, between COMSYS IT Partners, Inc.
and certain of the old COMSYS Holdings stockholders party thereto
    
    8-A/A
    
    
    4.2
    
    
    November 2, 20044.2
    
    
    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
    
    10-Q
    
    
    4.2
    
    
    May 6, 20054.3
    
    
    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
    
    8-A/A
    
    
    4.3
    
    
    November 2, 20044.4
    
    
    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
    
    10-Q
    
    
    4.4
    
    
    May 6, 20054.7#
    
    
    Common Stock Purchase Warrant dated as of April 14, 2003, issued by the Company in favor of BNP
Paribas
    
    8-K
    
    
    99.16
    
    
    April 25, 20034.8
    
    
    Specimen Certificate for Shares of Common Stock
    
    10-K
    
    
    4.6
    
    
    April 1, 200531.1*
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    
    Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232*
    
    
    Certification of Chief Executive Officer and Chief Accounting Officer pursuant to 18 U.S.C.
Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 26




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##### Table of Contents



SIGNATURES
  COMSYS IT PARTNERS, INC.Date:  May 12, 2008
    By:
    /s/ Larry L. EnterlineName:
    Larry L. EnterlineTitle:
    Chief Executive Officer Date:  May 12, 2008
    By:
    /s/ Amy BobbittName:
    Amy BobbittTitle:
    Senior Vice President and Chief Accounting Officer 27




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##### Table of Contents



EXHIBIT INDEX
 Incorporated by ReferenceExhibit
    
    
    
    
    
    ExhibitNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Filing Date3.1
    
    
    Amended and Restated Certificate of Incorporation of COMSYS IT Partners, Inc.
    
    8-K
    
    
    3.1
    
    
    October 4, 20043.2
    
    
    Amended and Restated Bylaws of COMSYS IT Partners, Inc.
    
    8-K
    
    
    3.2
    
    
    October 4, 20043.3
    
    
    First Amendment to the Amended and Restated Bylaws of COMSYS IT Partners, Inc.
    
    8-K
    
    
    3.1
    
    
    May 4, 20054.1
    
    
    Registration Rights Agreement, dated as of September 30, 2004, between COMSYS IT Partners, Inc.
and certain of the old COMSYS Holdings stockholders party thereto
    
    8-A/A
    
    
    4.2
    
    
    November 2, 20044.2
    
    
    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
    
    10-Q
    
    
    4.2
    
    
    May 6, 20054.3
    
    
    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
    
    8-A/A
    
    
    4.3
    
    
    November 2, 20044.4
    
    
    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
    
    10-Q
    
    
    4.4
    
    
    May 6, 20054.7#
    
    
    Common Stock Purchase Warrant dated as of April 14, 2003, issued by the Company in favor of BNP
Paribas
    
    8-K
    
    
    99.16
    
    
    April 25, 20034.8
    
    
    Specimen Certificate for Shares of Common Stock
    
    10-K
    
    
    4.6
    
    
    April 1, 200531.1*
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    
    Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232*
    
    
    Certification of Chief Executive Officer and Chief Accounting Officer pursuant to 18 U.S.C.
Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 28