As filed with the Securities and Exchange Commission on April 23, 2010
Registration No. 333-01954
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COMSYS IT PARTNERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
| 56-1930691 |
(State of Incorporation) |
| (I.R.S. Employer Identification No.) |
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100 Manpower Place |
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Milwaukee, Wisconsin |
| 53212 |
(Address of Principal Executive Offices) |
| (Zip Code) |
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The 1995 Equity Participation Plan of Personnel Group of America, Inc.
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Kenneth C. Hunt
Manpower Inc.
100 Manpower Place
Milwaukee, Wisconsin 53212
(414) 961-1000
(Name, address and telephone number, including area code, of agent for service)
With copies to:
Dennis F. Connolly
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500
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 | ¨ |
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Accelerated filer | x |
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Non-accelerated filer (Do not check if a smaller reporting company) | ¨ |
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Smaller reporting company | ¨ |
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RECENT EVENTS: DEREGISTRATION
The Registration Statement on Form S-8 (Registration Statement No. 333-01954) (the Registration Statement) of Personnel Group of America, Inc., a Delaware corporation (Personnel Group), pertaining to the registration of 1,200,000 shares of common stock of Personnel Group, par value $0.01 per share, to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission on March 5, 1996. Personnel Group was a predecessor to COMSYS IT Partners, Inc., a Delaware corporation (COMSYS).
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, par value $0.01 per share (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 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 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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