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OMB Number: 3235-0058
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SEC FILE NUMBER |
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000-27792
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CUSIP NUMBER |
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20581E104
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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March 30, 2008 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
4400 Post Oak Parkway, Suite 1800
Address of Principal Executive Office (Street and Number)
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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þ |
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period. (Attach extra Sheets if Needed)
COMSYS IT Partners, Inc. (the Company) was unable to file its Quarterly
Report on Form 10-Q for the quarter ended March 30, 2008, (the Form 10-Q) by
May 9, 2008, the prescribed due date. The Company intends to file the Form
10-Q on May 12, 2008, within the extended deadline as provided by Rule 12b-25.
The Company was unable to file the Form 10-Q by the required filing date of May
9, 2008, because it had not yet completed its review of the purchase accounting
related to the December 2007 acquisition of Praeos Technologies, Inc.
(Praeos), including the related accounting treatment (and the corresponding
effect on the Companys financial statements to be issued) for the previously
disclosed $3.4 million payment due to either former employees or shareholders
of Praeos. This payment is required to be paid to former employees that
participated in the Praeos bonus plan upon the one-year anniversary date of the
closing of the acquisition if they are still employed by the Company. If there
are no bonus plan participants remaining, the funds will be paid to the former
shareholders of Praeos. A cash escrow was set up at closing and the entire
$3.4 million will be paid from the escrow funds. The Company has determined
that the bonus plan acquired at acquisition is a compensatory arrangement and
accordingly will recognize compensation expense ratably in 2008 up to the $3.4
million. If, on the one-year anniversary of the closing date, the
employees are no longer with the Company and the $3.4 million is to be paid to
the former shareholders, the Company will reverse the recognized compensation
expense and record additional purchase price.
The Company expects to record a pre-tax charge of approximately $0.8 million in
each quarter of 2008. This amount was not included in the results reported for
the first quarter of 2008 or second quarter 2008 guidance included in our May
1, 2008, press release. The Company reported net income of $5.6 million and
diluted earnings per share of $0.27 in the first quarter 2008 press release.
The Company now expects to report net income of $5.1 million and diluted
earnings per share of $0.25 in the Form 10-Q. The difference between the
amounts reported in the press release and the Form 10-Q represents the impact
of the aforementioned compensation expense and the related income tax effect.
No changes were made to any other components of operating results and the
underlying cash flow from COMSYS operations is not affected.
Certain information contained in this Form 12b-25, Notification of Late Filing,
may be deemed forward-looking statements regarding events and financial trends
that could affect the Companys plans, objectives, future operating results,
financial condition, performance and business. These statements may be
identified by words such as estimate, forecast, plan, intend,
believe, should, expect, anticipate, or variations or negatives
thereof, or by similar or comparable words or phrases. These forward-looking
statements are largely based on the Companys expectations and beliefs
concerning future events, which reflect estimates and assumptions made by
management. These estimates and assumptions reflect the Companys best
judgment based on currently known market conditions and other factors relating
to its operations and business environment, all of which are difficult to
predict and many of which are beyond its control. In addition, managements
assumptions about future events may prove to be inaccurate. Management
cautions all readers that the forward-looking statements contained in this
report are not guarantees of future performance, and the Company cannot assure
any reader that those statements will be realized or that the forward-looking
events and circumstances will occur. Actual results may differ materially from
those anticipated or implied in the forward-looking statements due to the
factors listed in this section as well as the Risk Factors section included
in the Companys Annual Report on Form 10-K as filed with the Securities and
Exchange Commission. All forward-looking statements speak only as of the date
of this report. The Company does not intend to publicly update or revise any
forward-looking statements as a result of new information, future events or
otherwise, except as required by law. These cautionary statements qualify all
forward-looking statements attributable to us or persons acting on the
Companys behalf.
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| SEC 1344 (05-06) |
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