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<P align="center" style="font-size: 10pt"><B>As filed with the Securities and Exchange Commission on November&nbsp;9, 2004</B>



<P align="right" style="font-size: 10pt"><B>Registration No.&nbsp;333-</B>



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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="25%" align="center"></DIV>

<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<P align="center" style="font-size: 10pt">REGISTRATION STATEMENT<BR>
UNDER THE SECURITIES ACT OF 1933


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="25%" align="center"></DIV>

<P align="center" style="font-size: 24pt"><B>COMSYS IT PARTNERS, INC.</B>

<DIV align="center" style="font-size: 10pt"><B>(formerly known as Venturi Partners, Inc.)</B></DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of Registrant as specified in Its Charter)</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="65%">
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or Other Jurisdiction<BR>
of Incorporation or Organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>56-1930691</B><BR>
(I.R.S. Employer<BR>
Identification Number)</TD>
</TR>

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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>4400 Post Oak Parkway, Suite&nbsp;1800<BR>
Houston, Texas 77027<BR>
(713)&nbsp;386-1400</B><BR>
(Address of Principal Executive Offices; Zip Code)


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<P align="center" style="font-size: 10pt"><B>COMSYS IT Partners, Inc.<BR>
2004 Stock Incentive Plan<BR>
and<BR>
2003 Equity Incentive Plan of<BR>
COMSYS IT Partners, Inc.</B><BR>
(Full Title of the Plans)


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<P align="center" style="font-size: 10pt"><B>Margaret G. Reed<BR>
Senior Vice President, General Counsel and Corporate Secretary<BR>
COMSYS IT Partners, Inc.<BR>
4400 Post Oak Parkway, Suite&nbsp;1800<BR>
Houston, Texas 77027</B><BR>
(Name and Address of Agent For Service)<BR>
<B>(713)&nbsp;386-1400</B><BR>
(Telephone Number, Including Area Code, of Agent For Service)



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<P align="center" style="font-size: 10pt"><I>Copies to</I>:<BR>
<B>Seth R. Molay, P.C.<BR>
Tracy A. Crum<BR>
Akin Gump Strauss Hauer &#038; Feld LLP<BR>
1700 Pacific Avenue, Suite&nbsp;4100<BR>
Dallas, Texas 75201-4675<BR>
(214)&nbsp;969-4780</B>



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<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
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    <TD width="1%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
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    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-bottom: 3px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="left"><B>Title of Each Class of Securities</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price Per</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="left"><B>to be Registered</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered (1)</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share (2)</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price (2)</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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                    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">Common Stock, par value $0.01
per share</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">1,954,504</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" style="border-top: 1px solid #000000">8.00</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" style="border-top: 1px solid #000000">15,636,032</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" style="border-top: 1px solid #000000">1,982</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>

<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-top: 3px solid #000000">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Issuable upon the exercise of options, the vesting of restricted stock
awards or the exercise or vesting of certain other awards or rights
pursuant to the 2003 Equity Incentive Plan of COMSYS IT Partners,
Inc. and the COMSYS IT Partners, Inc. 2004 Stock Incentive Plan. Pursuant
to Rule&nbsp;416, this Registration Statement also includes an indeterminable
number of additional shares that may become issuable pursuant to the
antidilution adjustment provisions of the plans.</TD>
</TR>

</TABLE>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pursuant to Rule 457(c) and (h), and solely for the purpose of
calculating the applicable registration fee, the proposed maximum offering
price per share for the common stock to be registered hereunder has been
calculated based on the average of the high and low sales prices of COMSYS
IT Partners, Inc.&#146;s common stock on November&nbsp;3, 2004, as quoted on the
Nasdaq National Market.</TD>
</TR>

</TABLE>

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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
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<TR><TD colspan="9"><A HREF="#000">EXPLANATORY NOTE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">PART I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">PART II</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;3. Incorporation of Documents by Reference.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;4. Description of Securities.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;5. Interests of Named Experts and Counsel.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;6. Indemnification of Directors and Officers.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#009">Item&nbsp;7. Exemption from Registration Claimed.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#010">Item&nbsp;8. Exhibits.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#011">Item&nbsp;9. Undertakings.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#012">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#013">INDEX TO EXHIBITS</A></TD></TR>
<TR><TD colspan="9"><A HREF="h20004exv5w1.htm">Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.</A></TD></TR>
<TR><TD colspan="9"><A HREF="h20004exv10w2.htm">2004 Stock Incentive Plan</A></TD></TR>
<TR><TD colspan="9"><A HREF="h20004exv23w1.htm">Consent of PricewaterhouseCoopers LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="h20004exv23w2.htm">Consent of Ernst & Young LLP</A></TD></TR>
</TABLE>
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<P align="center" style="font-size: 10pt"><B>EXPLANATORY NOTE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Merger</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On September&nbsp;30, 2004, COMSYS IT Partners, Inc. (formerly Venturi
Partners, Inc.) completed the merger of its wholly owned subsidiary, VTP, Inc.,
which we refer to as Merger Sub, with and into COMSYS Holding, Inc., which we
refer to as COMSYS Holding. The merger was pursuant to an Agreement and Plan
of Merger dated as of July&nbsp;19, 2004, as amended as of September&nbsp;3, 2004, among
us, Merger Sub, Venturi Technology Partners, LLC, COMSYS Information Technology
Services, Inc., COMSYS Holding and certain stockholders of COMSYS Holding party
thereto. In the merger, COMSYS Holding survived and continues as one of our
wholly owned subsidiaries. At the effective time of the merger, we changed the
name of our corporation from &#147;Venturi Partners, Inc.&#148; to &#147;COMSYS IT Partners,
Inc.&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the merger, COMSYS Holding stockholders received shares of our common
stock in exchange for their shares of COMSYS Holding capital stock in
accordance with the exchange ratios described in the Agreement and Plan of
Merger. At the effective time of the merger, each outstanding option to
acquire shares of COMSYS Holding common stock under the COMSYS Holding 1999
Stock Option Plan immediately prior to the effective time of the merger
remained outstanding and became exercisable for shares of our common stock at
the rate of 0.0001 of a share for each share of COMSYS Holding common stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>2004 Stock Incentive Plan</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the merger, our board of directors adopted the 2004
Stock Incentive Plan, which was approved by our stockholders on September&nbsp;27,
2004 and became effective as of the effective time of the merger. Under the
2004 Stock Incentive Plan, 1,159,669 shares of our common stock are reserved
for issuance to our officers, employees, directors and consultants, as well as
the officers, employees, directors and consultants of our subsidiaries. As of
November&nbsp;8, 2004, options to purchase 396,000 shares of our common stock were
outstanding under our 2004 Stock Incentive Plan, and 763,669 shares of our
common stock remain authorized for issuance and are reserved for future grants
under our 2004 Stock Incentive Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>2003 Equity Incentive Plan</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our 2003 Equity Incentive Plan was approved by our stockholders on July
24, 2003 and replaced our 1995 Stock Option Plan. Our 1995 Stock Option Plan
was terminated in connection with our financial restructuring in
2003, and most of our
employees and directors forfeited their options issued under that plan. As of November&nbsp;8, 2004,
options to purchase 9,662&nbsp;shares of our common stock were outstanding under the 1995 Stock Option Plan.
The weighted average exercise price of these options is $229.82.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
our 2003 Equity Incentive Plan, options to purchase 610,400 shares of
our common stock were granted to our top five executive officers, and
options for an aggregate of 165,700&nbsp;additional shares have been
granted to other employees or directors. As of November&nbsp;8, 2004,
18,735&nbsp;shares of our common stock remain authorized for issuance and reserved for
future grants under our 2003 Equity Incentive Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are filing this Form S-8 to register up to 1,159,669 shares of our
common stock reserved for issuance under our 2004 Stock Incentive Plan and up
to 794,835 shares of our common stock reserved for issuance under our 2003
Equity Incentive Plan.

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<DIV align="left"><A NAME="001"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART I</B>


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<DIV align="left"><A NAME="002"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in Part&nbsp;I of this
Registration Statement on Form S-8 of COMSYS IT Partners, Inc. (formerly known
as Venturi Partners, Inc.) will be sent or given to our officers, employees,
consultants and directors, as specified by Rule&nbsp;428(b)(1) promulgated under the
Securities Act of 1933,


<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">as amended, or the Securities Act. Such documents need not be filed with
the Securities and Exchange Commission, or the SEC, either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule&nbsp;424 promulgated under the Securities Act. These documents and the
documents incorporated by reference in this registration statement pursuant to
Item&nbsp;3 of Form S-8 (Part&nbsp;II of this form), taken together, constitute a
prospectus that meets the requirement of Section 10(a) of the Securities Act.

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<DIV align="left"><A NAME="003"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART II</B>


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<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with the SEC are incorporated by reference
in this registration statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Definitive Proxy Statement on Schedule&nbsp;14A filed on September
7, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Definitive Proxy Statement on Schedule&nbsp;14A filed on June&nbsp;24,
2003;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annual Report on Form 10-K for the fiscal year ended December
28, 2003 filed on March&nbsp;24, 2004, as amended by a Form 10-K/A filed
on April&nbsp;26, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Reports on Form 10-Q for the quarters ended March
28, 2004 and June&nbsp;27, 2004, filed on May&nbsp;11, 2004 and August&nbsp;11,
2004, respectively;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Reports on Form 8-K filed on May&nbsp;13, 2004, July&nbsp;21,
2004, July&nbsp;29, 2004, September&nbsp;7, 2004, September&nbsp;10, 2004, October
4, 2004, October&nbsp;6, 2004, October&nbsp;27, 2004 and November&nbsp;3, 2004; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our common stock contained in our
registration statement on Form 8-A/A (File No.&nbsp;000-27792) filed on
November&nbsp;2, 2004, pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended, including any amendment or report
filed for the purpose of updating such description.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
excluding any information furnished pursuant to Item&nbsp;2.02 or Item&nbsp;7.01 of any
current report on Form 8-K, prior to the filing of a post effective amendment
to this registration statement which indicates that all securities offered
hereby have been sold or which registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents. 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
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

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<DIV align="left"><A NAME="007"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
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<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Delaware Law</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law, also referred to
herein as the DGCL, permits a corporation, under specified circumstances, to
indemnify its directors, officers, employees or agents against expenses
(including attorneys&#146; 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;
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:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>for any breach of the director&#146;s duty of loyalty to the
company or its stockholders,</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law,</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in respect of certain unlawful dividend payments or stock redemptions or repurchases, and</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>for any transaction from which the director derives an improper personal benefit.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 director&#146;s duty of care.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt"><B><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certificate of Incorporation and Bylaws</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">expense, liability and loss (including, without limitation, attorney&#146;s
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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Indemnification Agreements</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have entered into indemnification agreements with our Group A directors
under which we have agreed to indemnify such directors for any damages,
judgments, fines, penalties, amounts paid in settlement and costs, attorneys&#146;
fees and any other expenses of establishing a right to indemnification under
such indemnification agreements in connection with any threatened, pending or
completed claim, action, suit or proceeding in which such directors were
involved as parties or otherwise by reason of the fact that they are or were
directors of our corporation, or served at our request as directors, trustees,
officers, employees or agents of another entity, trust or enterprise, provided
that (i)&nbsp;such directors acted in good faith and in a manner which they
reasonably believed in or not opposed to the best interest of our corporation,
and (ii)&nbsp;in the case of a criminal proceeding, in addition had no reasonable
cause to believe that their conduct was unlawful. Under these indemnification
agreements, we are obligated to advance expenses to our Group A directors
(except the amount of any settlement), subject to our receipt


<P align="center" style="font-size: 10pt">6
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">of the requisite undertaking by such directors to repay such advances, if
it is ultimately determined that such expenses were not reasonable or that such
directors are not entitled to indemnification.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, we are not obligated to indemnify any of
our Group A directors in connection with any claim made against such director:
(i)&nbsp;to the extent that payment is actually made to such director under a valid,
enforceable and collectible insurance policy; (ii)&nbsp;to the extent that such
director is indemnified and actually paid otherwise than pursuant to the
indemnification agreement; (iii)&nbsp;in connection with a judicial action by or in
the right of our corporation, in respect of any claim as to which such director
is adjudged to be liable for negligence or misconduct in the performance of his
duty to us, unless there is a court determination to the contrary; (iv)&nbsp;if it
is proved by final adjudication to have been based upon or attributable to such
director&#146;s gain of any personal profit or advantage to which he was not legally
entitled; (v)&nbsp;for a disgorgement of profits made from the purchase and sale by
such director of securities pursuant to Section 16(b) of the Securities
Exchange Act of 1934, as amended, referred to as the Exchange Act, or similar
provisions of any state statutory law or common law; (vi)&nbsp;for certain acts of
active and deliberate dishonesty; and (vii)&nbsp;when indemnification is prohibited
by applicable law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, COMSYS Holding, our subsidiary, is a party to indemnification
agreements with certain of our executive officers, including Michael T. Willis,
who also serves as our Group B director. Pursuant to such indemnification
agreements, COMSYS Holding is obligated to indemnify each such officer 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). COMSYS Holding 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
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 COMSYS Holding&#146;s request). COMSYS Holding also agreed
to indemnify 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)&nbsp;in the event a proceeding was initiated or brought
voluntarily by such indemnitee against COMSYS Holding or its directors,
officers, employees or other indemnitees and the board of directors has not
authorized or consented to the initiation of such proceeding, or (ii)&nbsp;for an
accounting of profits made from the purchase and sale by such indemnitee of
COMSYS Holding securities within the meaning of Section 16(b) of the Exchange
Act or any similar successor statute.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;COMSYS Holding 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. COMSYS Holding is 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 which 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Merger Agreement</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Agreement and Plan of Merger dated as of July&nbsp;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 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
COMSYS Holding or any of its subsidiaries, any person who acts as a fiduciary
under any employee benefit plan of COMSYS Holding or its subsidiaries, and any
other person whom COMSYS Holding has designated in its certificate of
incorporation as being entitled to indemnification rights. We will be
responsible for paying and performing such indemnification obligations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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


<P align="center" style="font-size: 10pt">7
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, for a period of six years following the merger, we will
maintain directors&#146; and officers&#146; liability insurance for the benefit of our
present and former officers and directors 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 currently provided 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 we currently
pay for this insurance.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See Index to Exhibits, attached hereto.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes:</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="9%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To file, during any period in which offers or sales are
being made, a post effective amendment to this Registration
Statement:</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="15%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required by Section
10(a)(3) of the Securities Act;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="15%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in 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 SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20&nbsp;percent change in the maximum aggregate
offering price set forth in the &#147;Calculation of Registration
Fee&#148; table in the effective registration statement; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="15%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>provided however, </I>that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the registrant
pursuant to Section&nbsp;13 or 15(g) of the Exchange Act that are
incorporated by reference to the registration statement; and</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="9%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 <I>bona
fide </I>offering thereof; and</TD>
</TR>

</TABLE>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="9%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant&#146;s annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan&#146;s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement 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 <I>bona fide </I>offering thereof.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>

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<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, 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 9th day of
November, 2004.

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3"><B>COMSYS IT PARTNERS, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Joseph C. Tusa, Jr.
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Joseph C. Tusa, Jr.&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Senior Vice President and Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned directors and officers of COMSYS IT Partners, Inc. hereby
constitute and appoint David L. Kerr, Joseph C. Tusa, Jr. and Margaret G. Reed,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement filed herewith and any and all
amendments (including post effective amendments) to said Registration
Statement, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November&nbsp;9, 2004:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Michael T. Willis
<HR size="1" noshade>
Michael T. Willis
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board, Chief Executive Officer
and President (principal executive officer);
Director</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Joseph C. Tusa, Jr.
<HR size="1" noshade>
Joseph C. Tusa, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President and Chief Financial
Officer (principal financial officer and
principal accounting officer)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Larry L. Enterline
<HR size="1" noshade>
Larry L. Enterline
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Frederick W. Eubank II
<HR size="1" noshade>
Frederick W. Eubank II
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">S-1
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Ted A. Gardner
<HR size="1" noshade>
Ted A. Gardner
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Victor E. Mandel
<HR size="1" noshade>
Victor E. Mandel
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Kevin M. McNamara
<HR size="1" noshade>
Kevin M. McNamara
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Christopher R. Pechock
<HR size="1" noshade>
Christopher R. Pechock
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>


<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Arthur C. Roselle
<HR size="1" noshade>
Arthur C. Roselle
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>


<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Elias J. Sabo
<HR size="1" noshade>
Elias J. Sabo
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">S-2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "INDEX TO EXHIBITS" -->
<DIV align="left"><A NAME="013"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Exhibits</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Agreement and Plan of Merger, dated as of July&nbsp;19, 2004, among us, Venturi Technology
Partners, LLC, VTP, Inc., COMSYS Information Technology Services, Inc, COMSYS Holding,
Inc. and certain COMSYS Holding stockholders named therein (incorporated by reference
to Annex A to the definitive proxy statement on Schedule&nbsp;14A filed with the SEC on
September&nbsp;7, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;1 to Agreement and Plan of Merger, dated as of September&nbsp;3, 2004, among
us, Venturi Technology Partners, LLC, VTP, Inc., COMSYS Information Technology
Services, Inc, COMSYS Holding, Inc. and certain COMSYS Holding stockholders named
therein (incorporated by reference to the Current Report on Form&nbsp;8-K filed with the
SEC on September&nbsp;10, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Certificate of Incorporation of COMSYS IT Partners, Inc.
(formerly known as Venturi Partners, Inc.) (incorporated by reference to Exhibit&nbsp;3.1
to the Current Report on Form&nbsp;8-K filed with the SEC on October&nbsp;4, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of COMSYS IT Partners, Inc. (formerly known as Venturi
Partners, Inc.) (incorporated by reference to Exhibit&nbsp;3.2 to the Current Report on
Form&nbsp;8-K filed with the SEC on October&nbsp;4, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen Certificate for Shares of Common Stock (incorporated by reference to Exhibit
4.0 to the Quarterly Report on Form&nbsp;10-Q for the quarter ended June&nbsp;29, 2003, filed
with the SEC on August&nbsp;13, 2003).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement, dated as of September&nbsp;30, 2004, among us and the COMSYS
Holding stockholders party thereto (incorporated by reference to Exhibit&nbsp;4.2 to the
Registration Statement on Form&nbsp;8-A/A filed with the SEC on November&nbsp;2, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Registration Rights Agreement, dated as of September&nbsp;30, 2004,
among us, MatlinPatterson Global Opportunities Partners, L.P., Inland Partners, L.P.,
Links Partners, L.P. and certain other stockholders party thereto (incorporated by
reference to Exhibit&nbsp;4.3 to the Registration Statement on Form&nbsp;8-A/A filed with the
SEC on November&nbsp;2, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Voting Agreement, dated as of September&nbsp;30, 2004, among COMSYS IT Partners, Inc.,
Wachovia Investors, Inc. and certain stockholders party thereto (incorporated by
reference to Exhibit&nbsp;2.4 to the Current Report on Form&nbsp;8-K, filed with the SEC on
October&nbsp;4, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Voting Agreement, dated as of September&nbsp;30, 2004, among COMSYS IT Partners, Inc. and
MatlinPatterson Global Opportunities Partners, L.P. (incorporated by reference to
Exhibit&nbsp;2.5 to the Current Report on Form&nbsp;8-K, filed with the SEC on October&nbsp;4, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Akin, Gump, Strauss, Hauer &#038; Feld, L.L.P.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2003 Equity Incentive Plan of Personnel Group of America, Inc. (incorporated by
reference to Annex C to the definitive proxy statement on Schedule&nbsp;14A filed with the
SEC on June&nbsp;24, 2003).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">COMSYS IT Partners, Inc. 2004 Stock Incentive Plan.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Akin, Gump, Strauss, Hauer &#038; Feld, L.L.P. (included in Exhibit&nbsp;5.1 filed herewith).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney (included on signature page hereto).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">*Filed herewith.</TD>
</TR>

</TABLE>




<P align="center" style="font-size: 10pt">
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</BODY>
</HTML>
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sv8
Table of Contents
As filed with the Securities and Exchange Commission on November 9, 2004
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.
(formerly known as Venturi 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, Texas 77027
(713) 386-1400
(Address of Principal Executive Offices; Zip Code)
COMSYS IT Partners, Inc.
2004 Stock Incentive Plan
and
2003 Equity Incentive Plan of
COMSYS IT Partners, Inc.
(Full Title of the Plans)
Margaret G. Reed
Senior Vice President, General Counsel and Corporate Secretary
COMSYS IT Partners, Inc.
4400 Post Oak Parkway, Suite 1800
Houston, Texas 77027
(Name and Address of Agent For Service)
(713) 386-1400
(Telephone Number, Including Area Code, of Agent For Service)
Copies to
:
Seth R. Molay, P.C.
Tracy A. Crum
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4675
(214) 969-4780
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
Amount to be
Offering Price Per
Aggregate Offering
Amount of
to be Registered
Registered (1)
Share (2)
Price (2)
Registration Fee
Common Stock, par value $0.01
per share
1,954,504
$
8.00
$
15,636,032
$
1,982
(1)
Issuable upon the exercise of options, the vesting of restricted stock
awards or the exercise or vesting of certain other awards or rights
pursuant to the 2003 Equity Incentive Plan of COMSYS IT Partners,
Inc. and the COMSYS IT Partners, Inc. 2004 Stock Incentive Plan. Pursuant
to Rule 416, this Registration Statement also includes an indeterminable
number of additional shares that may become issuable pursuant to the
antidilution adjustment provisions of the plans.
(2)
Pursuant to Rule 457(c) and (h), and solely for the purpose of
calculating the applicable registration fee, the proposed maximum offering
price per share for the common stock to be registered hereunder has been
calculated based on the average of the high and low sales prices of COMSYS
IT Partners, Inc.'s common stock on November 3, 2004, as quoted on the
Nasdaq National Market.
TABLE OF CONTENTS
EXPLANATORY NOTE
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.
SIGNATURES
INDEX TO EXHIBITS
Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
2004 Stock Incentive Plan
Consent of PricewaterhouseCoopers LLP
Consent of Ernst & Young LLP
Table of Contents
EXPLANATORY NOTE
Merger
On September 30, 2004, COMSYS IT Partners, Inc. (formerly Venturi
Partners, Inc.) completed the merger of its wholly owned subsidiary, VTP, Inc.,
which we refer to as Merger Sub, with and into COMSYS Holding, Inc., which we
refer to as COMSYS Holding. The merger was pursuant to an Agreement and Plan
of Merger dated as of July 19, 2004, as amended as of September 3, 2004, among
us, Merger Sub, Venturi Technology Partners, LLC, COMSYS Information Technology
Services, Inc., COMSYS Holding and certain stockholders of COMSYS Holding party
thereto. In the merger, COMSYS Holding survived and continues as one of our
wholly owned subsidiaries. At the effective time of the merger, we changed the
name of our corporation from "Venturi Partners, Inc." to "COMSYS IT Partners,
Inc."
In the merger, COMSYS Holding stockholders received shares of our common
stock in exchange for their shares of COMSYS Holding capital stock in
accordance with the exchange ratios described in the Agreement and Plan of
Merger. At the effective time of the merger, each outstanding option to
acquire shares of COMSYS Holding common stock under the COMSYS Holding 1999
Stock Option Plan immediately prior to the effective time of the merger
remained outstanding and became exercisable for shares of our common stock at
the rate of 0.0001 of a share for each share of COMSYS Holding common stock.
2004 Stock Incentive Plan
In connection with the merger, our board of directors adopted the 2004
Stock Incentive Plan, which was approved by our stockholders on September 27,
2004 and became effective as of the effective time of the merger. Under the
2004 Stock Incentive Plan, 1,159,669 shares of our common stock are reserved
for issuance to our officers, employees, directors and consultants, as well as
the officers, employees, directors and consultants of our subsidiaries. As of
November 8, 2004, options to purchase 396,000 shares of our common stock were
outstanding under our 2004 Stock Incentive Plan, and 763,669 shares of our
common stock remain authorized for issuance and are reserved for future grants
under our 2004 Stock Incentive Plan.
2003 Equity Incentive Plan
Our 2003 Equity Incentive Plan was approved by our stockholders on July
24, 2003 and replaced our 1995 Stock Option Plan. Our 1995 Stock Option Plan
was terminated in connection with our financial restructuring in
2003, and most of our
employees and directors forfeited their options issued under that plan. As of November 8, 2004,
options to purchase 9,662 shares of our common stock were outstanding under the 1995 Stock Option Plan.
The weighted average exercise price of these options is $229.82.
Under
our 2003 Equity Incentive Plan, options to purchase 610,400 shares of
our common stock were granted to our top five executive officers, and
options for an aggregate of 165,700 additional shares have been
granted to other employees or directors. As of November 8, 2004,
18,735 shares of our common stock remain authorized for issuance and reserved for
future grants under our 2003 Equity Incentive Plan.
We are filing this Form S-8 to register up to 1,159,669 shares of our
common stock reserved for issuance under our 2004 Stock Incentive Plan and up
to 794,835 shares of our common stock reserved for issuance under our 2003
Equity Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement on Form S-8 of COMSYS IT Partners, Inc. (formerly known
as Venturi Partners, Inc.) will be sent or given to our officers, employees,
consultants and directors, as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933,
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as amended, or the Securities Act. Such documents need not be filed with
the Securities and Exchange Commission, or 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 of Form S-8 (Part II of this form), taken together, constitute a
prospectus that meets the requirement 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 filed with the SEC are incorporated by reference
in this registration statement:
(1)
Definitive Proxy Statement on Schedule 14A filed on September
7, 2004;
(2)
Definitive Proxy Statement on Schedule 14A filed on June 24,
2003;
(3)
Annual Report on Form 10-K for the fiscal year ended December
28, 2003 filed on March 24, 2004, as amended by a Form 10-K/A filed
on April 26, 2004;
(4)
Quarterly Reports on Form 10-Q for the quarters ended March
28, 2004 and June 27, 2004, filed on May 11, 2004 and August 11,
2004, respectively;
(5)
Current Reports on Form 8-K filed on May 13, 2004, July 21,
2004, July 29, 2004, September 7, 2004, September 10, 2004, October
4, 2004, October 6, 2004, October 27, 2004 and November 3, 2004; and
(6)
The description of our common stock contained in our
registration statement on Form 8-A/A (File No. 000-27792) filed on
November 2, 2004, pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended, including any amendment or report
filed for the purpose of updating such description.
In addition, all documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any
current report on Form 8-K, prior to the filing of a post effective amendment
to this registration statement which indicates that all securities offered
hereby have been sold or which registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents. 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
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Delaware Law
Section 145 of the Delaware General Corporation Law, also referred to
herein as the 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:
•
for any breach of the director's duty of loyalty to the
company or its stockholders,
•
for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law,
•
in respect of certain unlawful dividend payments or stock redemptions or repurchases, and
•
for any transaction from which the director derives an improper personal benefit.
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 director's 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
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expense, liability and loss (including, without limitation, attorney's
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 have entered into indemnification agreements with our Group A directors
under which we have agreed to indemnify such directors for any damages,
judgments, fines, penalties, amounts paid in settlement and costs, attorneys'
fees and any other expenses of establishing a right to indemnification under
such indemnification agreements in connection with any threatened, pending or
completed claim, action, suit or proceeding in which such directors were
involved as parties or otherwise by reason of the fact that they are or were
directors of our corporation, or served at our request as directors, trustees,
officers, employees or agents of another entity, trust or enterprise, provided
that (i) such directors acted in good faith and in a manner which they
reasonably believed in or not opposed to the best interest of our corporation,
and (ii) in the case of a criminal proceeding, in addition had no reasonable
cause to believe that their conduct was unlawful. Under these indemnification
agreements, we are obligated to advance expenses to our Group A directors
(except the amount of any settlement), subject to our receipt
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of the requisite undertaking by such directors to repay such advances, if
it is ultimately determined that such expenses were not reasonable or that such
directors are not entitled to indemnification.
Notwithstanding the foregoing, we are not obligated to indemnify any of
our Group A directors in connection with any claim made against such director:
(i) to the extent that payment is actually made to such director under a valid,
enforceable and collectible insurance policy; (ii) to the extent that such
director is indemnified and actually paid otherwise than pursuant to the
indemnification agreement; (iii) in connection with a judicial action by or in
the right of our corporation, in respect of any claim as to which such director
is adjudged to be liable for negligence or misconduct in the performance of his
duty to us, unless there is a court determination to the contrary; (iv) if it
is proved by final adjudication to have been based upon or attributable to such
director's gain of any personal profit or advantage to which he was not legally
entitled; (v) for a disgorgement of profits made from the purchase and sale by
such director of securities pursuant to Section 16(b) of the Securities
Exchange Act of 1934, as amended, referred to as the Exchange Act, or similar
provisions of any state statutory law or common law; (vi) for certain acts of
active and deliberate dishonesty; and (vii) when indemnification is prohibited
by applicable law.
In addition, COMSYS Holding, our subsidiary, is a party to indemnification
agreements with certain of our executive officers, including Michael T. Willis,
who also serves as our Group B director. Pursuant to such indemnification
agreements, COMSYS Holding is obligated to indemnify each such officer 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). COMSYS Holding 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
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 COMSYS Holding's request). COMSYS Holding also agreed
to indemnify 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 COMSYS Holding or its 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
COMSYS Holding securities within the meaning of Section 16(b) of the Exchange
Act or any similar successor statute.
COMSYS Holding 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. COMSYS Holding is 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 which 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 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
COMSYS Holding or any of its subsidiaries, any person who acts as a fiduciary
under any employee benefit plan of COMSYS Holding or its subsidiaries, and any
other person whom COMSYS Holding has designated in its certificate of
incorporation as being entitled to indemnification rights. We will be
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
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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 will
maintain directors' and officers' liability insurance for the benefit of our
present and former officers and directors 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 currently provided 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 we currently
pay for this insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits, attached hereto.
Item 9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are
being made, a post effective amendment to this Registration
Statement:
(i)
To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in 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 SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii)
To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or 15(g) of the Exchange Act that are
incorporated by reference to the registration statement; and
(2)
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; and
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(3)
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.
(b)
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement 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.
(c)
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, 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 9th day of
November, 2004.
COMSYS IT PARTNERS, INC.
By:
/s/ Joseph C. Tusa, Jr.
Joseph C. Tusa, Jr.
Senior Vice President and Chief Financial Officer
POWER OF ATTORNEY
The undersigned directors and officers of COMSYS IT Partners, Inc. hereby
constitute and appoint David L. Kerr, Joseph C. Tusa, Jr. and Margaret G. Reed,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement filed herewith and any and all
amendments (including post effective amendments) to said Registration
Statement, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 9, 2004:
Name
Title
/s/ Michael T. Willis
Michael T. Willis
Chairman of the Board, Chief Executive Officer
and President (principal executive officer);
Director
/s/ Joseph C. Tusa, Jr.
Joseph C. Tusa, Jr.
Senior Vice President and Chief Financial
Officer (principal financial officer and
principal accounting officer)
/s/ Larry L. Enterline
Larry L. Enterline
Director
/s/ Frederick W. Eubank II
Frederick W. Eubank II
Director
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Name
Title
/s/ Ted A. Gardner
Ted A. Gardner
Director
/s/ Victor E. Mandel
Victor E. Mandel
Director
/s/ Kevin M. McNamara
Kevin M. McNamara
Director
/s/ Christopher R. Pechock
Christopher R. Pechock
Director
/s/ Arthur C. Roselle
Arthur C. Roselle
Director
/s/ Elias J. Sabo
Elias J. Sabo
Director
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INDEX TO EXHIBITS
Exhibit
Number
Description of Exhibits
2.1
Agreement and Plan of Merger, dated as of July 19, 2004, among us, Venturi Technology
Partners, LLC, VTP, Inc., COMSYS Information Technology Services, Inc, COMSYS Holding,
Inc. and certain COMSYS Holding stockholders named therein (incorporated by reference
to Annex A to the definitive proxy statement on Schedule 14A filed with the SEC on
September 7, 2004).
2.2
Amendment No. 1 to Agreement and Plan of Merger, dated as of September 3, 2004, among
us, Venturi Technology Partners, LLC, VTP, Inc., COMSYS Information Technology
Services, Inc, COMSYS Holding, Inc. and certain COMSYS Holding stockholders named
therein (incorporated by reference to the Current Report on Form 8-K filed with the
SEC on September 10, 2004).
3.1
Amended and Restated Certificate of Incorporation of COMSYS IT Partners, Inc.
(formerly known as Venturi Partners, Inc.) (incorporated by reference to Exhibit 3.1
to the Current Report on Form 8-K filed with the SEC on October 4, 2004).
3.2
Amended and Restated Bylaws of COMSYS IT Partners, Inc. (formerly known as Venturi
Partners, Inc.) (incorporated by reference to Exhibit 3.2 to the Current Report on
Form 8-K filed with the SEC on October 4, 2004).
4.1
Specimen Certificate for Shares of Common Stock (incorporated by reference to Exhibit
4.0 to the Quarterly Report on Form 10-Q for the quarter ended June 29, 2003, filed
with the SEC on August 13, 2003).
4.2
Registration Rights Agreement, dated as of September 30, 2004, among us and the COMSYS
Holding stockholders party thereto (incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form 8-A/A filed with the SEC on November 2, 2004).
4.3
Amended and Restated Registration Rights Agreement, dated as of September 30, 2004,
among us, MatlinPatterson Global Opportunities Partners, L.P., Inland Partners, L.P.,
Links Partners, L.P. and certain other stockholders party thereto (incorporated by
reference to Exhibit 4.3 to the Registration Statement on Form 8-A/A filed with the
SEC on November 2, 2004).
4.4
Voting Agreement, dated as of September 30, 2004, among COMSYS IT Partners, Inc.,
Wachovia Investors, Inc. and certain stockholders party thereto (incorporated by
reference to Exhibit 2.4 to the Current Report on Form 8-K, filed with the SEC on
October 4, 2004).
4.5
Voting Agreement, dated as of September 30, 2004, among COMSYS IT Partners, Inc. and
MatlinPatterson Global Opportunities Partners, L.P. (incorporated by reference to
Exhibit 2.5 to the Current Report on Form 8-K, filed with the SEC on October 4, 2004).
5.1*
Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
10.1
2003 Equity Incentive Plan of Personnel Group of America, Inc. (incorporated by
reference to Annex C to the definitive proxy statement on Schedule 14A filed with the
SEC on June 24, 2003).
10.2*
COMSYS IT Partners, Inc. 2004 Stock Incentive Plan.
23.1*
Consent of PricewaterhouseCoopers LLP.
23.2*
Consent of Ernst & Young LLP.
23.3*
Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1 filed herewith).
24.1*
Powers of Attorney (included on signature page hereto).
*Filed herewith.