UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 8, 2008
COMSYS IT PARTNERS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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000-27792
(Commission
File No.)
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56-1930691
(I.R.S. Employer
Identification Number) |
4400 Post Oak Parkway, Suite 1800
Houston, Texas 77027
(Address of Principal Executive Offices)
(713) 386-1400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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| Item 2.02. |
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Results of Operations and Financial Condition. |
On February 14, 2008, COMSYS IT Partners, Inc. (the “Company”) reported via press release its
results of operations for its fourth quarter and the year ended December 30, 2007. A copy of this
press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Note: The information contained in this report (including Exhibit 99.1) is intended to be
deemed “filed” rather than “furnished” under the Securities Exchange Act of 1934, as amended.
Exhibit 99.1 discloses certain financial measures which are considered non-GAAP financial
measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s
performance, financial position, or cash flows that either exclude or include amounts that are not
normally excluded or included in the most directly comparable measure calculated and presented in
accordance with generally accepted accounting principles (“GAAP”). We believe EBITDA to be relevant
and useful information to our investors in assessing our financial operating results as these
measures are used by our management in evaluating our financial performance, liquidity, our ability
to service debt and fund capital expenditures. Additionally, our Debt to EBITDA ratio affects the
interest rates we pay on our credit agreements. However, these measures should be considered in
addition to, and not as a substitute, or superior to, measures of financial performance prepared in
accordance with generally accepted accounting principles, and may not be comparable to similarly
titled measures reported by other companies. The non-GAAP measures included in our press release
have been reconciled to the nearest GAAP measures as required under SEC rules regarding the use of
non-GAAP financial measures.
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 8, 2008, the Compensation Committee of the Board of Directors of the Company (the
“Committee”) approved 2007 bonus payments to the named executive officers identified below. These
bonuses were awarded under the COMSYS Annual Incentive Plan (the “Incentive Plan”). The 2007 bonus
payments, which will be paid in the first quarter of fiscal 2008, approved by the Committee for our
named executive officers are as follows: Larry L. Enterline, $562,500; Amy Bobbitt, $107,500;
Michael H. Barker, $315,000; Ken R. Bramlett, Jr., $207,542; and
David L. Kerr, $218,765.
Additionally, the Committee approved an amended and restated employment agreement with our
Chief Accounting Officer, Amy Bobbitt. The agreement will become effective on February 14, 2008,
and is substantially identical in form to those that we have in place with our other executive
officers. The employment agreement provides for an annual base salary of not less than $250,000,
which may be increased as determined by the Committee. Ms. Bobbitt is eligible to participate in
the executive incentive bonus plan. Under the incentive bonus plan, Ms. Bobbitt is eligible for an
annual bonus, ranging from 50% to 200% of her target bonus (which is expressed as a percentage of
her annual base salary), also referred to as the bonus potential, based upon the achievement of
certain EBITDA targets established by the Committee. The 2008 EBITDA target was set on February 8,
2008, for all of our executive officers. Ms. Bobbitt will not earn any incentive unless a minimum
of 90% of the 2008 EBITDA target is achieved.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 |
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Press Release dated February 14, 2008 |