As filed with the Securities and Exchange Commission on April 23, 2010
Registration No. 333-139114
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COMSYS IT PARTNERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 7363 | 56-1930691 |
(State of Incorporation) | (Primary Standard Industrial | (I.R.S. Employer Identification No.) |
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100 Manpower Place
Milwaukee, Wisconsin 53212
(414) 961-1000
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Kenneth C. Hunt |
| With copies to: |
Manpower Inc. |
| Dennis F. Connolly |
100 Manpower Place |
| Godfrey & Kahn, S.C. |
Milwaukee, Wisconsin 53212 |
| 780 North Water Street |
(414) 961-1000 |
| Milwaukee, Wisconsin 53202 |
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
| (414) 273-3500 |
Approximate date of commencement of proposed sale to the public: Not applicable.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Non-accelerated filer (Do not check if a smaller reporting company) | ¨ |
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Accelerated filer | x | Smaller reporting company | ¨ |
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | ¨ |
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Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer) | ¨ |
RECENT EVENTS: DEREGISTRATION
The Registration Statement on Form S-4 (Registration Statement No. 333-139114) (the “Registration Statement”) of COMSYS IT Partners, Inc., a Delaware corporation (COMSYS), pertaining to the registration of 1,500,000 shares of common stock of COMSYS, par value $0.01 per share (COMSYS Common Stock), to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission on December 4, 2006.
Manpower Inc., a Wisconsin corporation (Manpower), Taurus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Manpower (the Merger Sub), and COMSYS entered into an Agreement and Plan of Merger dated as of February 1, 2010 (the Merger Agreement) pursuant to which, among other things, the Merger Sub would be merged with and into COMSYS with COMSYS surviving the Merger as a wholly owned subsidiary of Manpower (the Merger), and all outstanding shares of COMSYS Common Stock would be converted into the right to receive the following consideration, each subject to proration: (i) $17.65 in cash, without interest, or (ii) a fraction of a share or shares of Manpower common stock, $0.01 par value per share, equal to the exchange rate calculated in accordance with the terms of the Merger Agreement.
The Merger became effective following the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware on April 5, 2010 (the Effective Time).
As a result of the Merger, COMSYS has terminated all offerings of COMSYS Common Stock pursuant to its existing registration statements, including the Registration Statement. COMSYS hereby deregisters all shares of COMSYS Common Stock under the Registration Statement which remain unsold as of the Effective Time.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on April 22, 2010.
| COMSYS IT PARTNERS, INC. |
| By: /s/ Jonas Prising |
| Jonas Prising |
| President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
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/s/ Jonas Prising | President | April 22, 2010 |
Jonas Prising | (Principal Executive Officer) |
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/s/ Michael J. Van Handel | Vice President and Treasurer | April 22, 2010 |
Michael J. Van Handel | (Principal Financial and Accounting Officer) |
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/s/ Michael J. Lynch | Sole Director, Vice President and | April 22, 2010 |
Michael J. Lynch | Secretary |
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