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): November 5, 2008
COMSYS IT PARTNERS, INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Delaware
|
|
000-27792
|
|
56-1930691 |
| (State or other jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer |
| of incorporation or organization)
|
|
File No.)
|
|
Identification Number) |
4400 Post Oak Parkway, Suite 1800
Houston, Texas 77027
(Address of Principal Executive Offices)
(713) 386-1400
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2008, COMSYS IT Partners, Inc. (the Company) reported via press release its
results of operations for its third quarter ended September 28, 2008. A copy of this press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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 companys
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.
Item 2.05. Costs Associated with Exit of Disposal Activities.
On November 5, 2008, the Company announced a restructuring plan designed to improve
operational efficiencies by relocating certain administrative functions primarily from the
Washington, DC area and Portland, Oregon into its new Phoenix customer service center facility.
The Company expects to record total charges in connection with the restructuring of approximately
$3.3 million, including approximately $1.0 million related to employee termination costs and $2.3
million related to lease termination costs for its Gaithersburg, Maryland facility. All of these
charges are expected to result in future cash expenditures. The Company expects the restructuring
plan to result in a reduction of at least $1.6 million in annualized operating expenses beginning
in the second quarter of 2009. All employee termination costs related to the restructuring plan
are expected to be accrued and paid before the end of the second quarter of 2009. The Company will
remain obligated under the Gaithersburg, Maryland lease through 2014.
The information included in this Item 2.05 includes forward-looking statements. These
forward-looking statements are subject to future events and uncertainties that could cause actual
results to differ materially from anticipated results, including the events and uncertainties
described in Exhibit 99.1 attached hereto and the Companys Annual Report on Form 10-K for the
fiscal year ended December 30, 2007. The Company undertakes no obligation to update or revise any
forward-looking statements as a result of new information, future events or otherwise, except as
required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated November 5, 2008
[SIGNATURE PAGE TO FOLLOW]