SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
COMPUTER HORIZONS CORP.
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(Name of Registrant as Specified in Its Charter)
CRESCENDO PARTNERS II, L.P., SERIES R
CRESCENDO INVESTMENTS II, LLC
ERIC ROSENFELD
F. ANNETTE SCOTT FLORIDA TRUST
RICHARD L. SCOTT FLORIDA TRUST
SCOTT FAMILY FLORIDA PARTNERSHIP TRUST
RICHARD L. SCOTT INVESTMENTS, LLC
RICHARD L. SCOTT
STEPHEN T. BRAUN
KARL L. MEYER
ROBERT F. WALTERS
FRANK J. TANKI
WILLEM VAN RIJN
THE COMPUTER HORIZONS FULL VALUE COMMITTEE
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED AUGUST 19, 2005
THE COMPUTER HORIZONS FULL VALUE COMMITTEE
________, 2005
Fellow Shareholders:
The members of The Computer Horizons Full Value Committee (the
"Committee") are significant shareholders of Computer Horizons Corp., a New York
corporation ("Computer Horizons" or the "Company"). The Committee does not
believe that the current Board of Directors of the Company is acting in your
best interests. The Committee is therefore seeking your support at the special
meeting of shareholders, called by the Company at the request of the Committee,
scheduled to be held at the offices of Olshan Grundman Frome Rosenzweig &
Wolosky LLP, 2001 Route 46, Suite 202, Parsippany, New Jersey 07054 on September
21, 2005, at 10:00 A.M. (local time) for the purpose of removing all the
existing directors serving on Computer Horizons' Board of Directors without
cause, reducing the size of the Computer Horizons Board to five directors and
electing the Committee's slate of director nominees to replace the removed
directors.
The Committee urges you to carefully consider the information
contained in the attached Proxy Statement and then support its efforts by
signing, dating and returning the enclosed BLUE proxy card today. The attached
Proxy Statement and the enclosed BLUE proxy card are first being furnished to
the shareholders on or about ______, 2005. If you have already voted against the
proposals described in the Proxy Statement, you have every right to change your
votes by signing, dating and returning a later dated proxy.
If you have any questions or require any assistance with your vote,
please contact MacKenzie Partners, Inc., which is assisting us, at their address
and toll-free numbers listed on the following page.
Thank you for your support,
Eric Rosenfeld
The Computer Horizons Full Value Committee
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IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR BLUE PROXY CARD,
OR NEED ADDITIONAL COPIES OF THE COMMITTEE'S PROXY MATERIALS, PLEASE CALL
MACKENZIE PARTNERS AT THE PHONE NUMBERS LISTED BELOW.
MACKENZIE
PARTNERS, INC.
105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
or
TOLL-FREE (800) 322-2885
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SPECIAL MEETING OF SHAREHOLDERS
OF
COMPUTER HORIZONS CORP.
-------------------------
PROXY STATEMENT
OF
THE COMPUTER HORIZONS FULL VALUE COMMITTEE
-------------------------
PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD TODAY
The members of The Computer Horizons Full Value Committee (the
"Committee") own an aggregate of 3,226,600 shares of Common Stock of Computer
Horizons Corp. ("Computer Horizons" or the "Company"), representing
approximately 10.3% of the outstanding Common Stock of the Company. The
Committee does not believe that the current Board of Directors of Computer
Horizons (the "Computer Horizons Board") is acting in the best interests of the
shareholders. The Committee is therefore seeking your support at the special
meeting of shareholders, called by the Company at the request of the Committee,
scheduled to be held at the offices of Olshan Grundman Frome Rosenzweig &
Wolosky LLP, 2001 Route 46, Suite 202, Parsippany, New Jersey 07054 on September
21, 2005, at 10:00 A.M. (local time) for the following:
1. To remove all the existing directors serving on Computer
Horizons' Board of Directors without cause,
2. In the event Proposal 1 is passed, to fix the number of members
of Computer Horizons' Board of Directors at five, and
3. In the event Proposal 1 is passed, to elect the Committee's
slate of director nominees, Eric Rosenfeld, Karl L. Meyer,
Robert F. Walters, Frank J. Tanki and Willem van Rijn (the
"Nominees").
The Committee is composed of Crescendo Partners II, L.P., Series R
("Crescendo Partners"), Crescendo Investments II, LLC ("Crescendo Investments"),
Eric Rosenfeld, F. Annette Scott Florida Trust ("FAS Trust"), Richard L. Scott
Florida Trust ("RLS Trust"), Scott Family Florida Partnership Trust ("Family
Trust"), Richard L. Scott Investments, LLC ("RLS Investments"), Richard L.
Scott, Stephen T. Braun, Karl L. Meyer, Robert F. Walters, Frank J. Tanki and
Willem van Rijn. Each of these individuals and entities are members of a group
formed in connection with this proxy solicitation and are deemed participants in
this proxy solicitation. See "Other Participant Information." This Proxy
Statement and the BLUE proxy card are first being furnished to Computer
Horizons' shareholders on or about _______, 2005.
Computer Horizons has set the record date for determining
shareholders entitled to notice of and to vote at the Special Meeting as
_______, 2005 (the "Record Date"). The mailing address of the principal
executive offices of Computer Horizons are located at 49 Old Bloomfield Avenue,
Mountain Lakes, New Jersey 07046-1495. Shareholders of record at the close of
business on the Record Date will be entitled to vote at the Special Meeting.
According to Computer Horizons, as of the Record Date, there were __________
shares of common stock, $.10 par value per share (the "Shares"), outstanding and
entitled to vote at the Special Meeting. The participants in this solicitation
intend to vote all of their Shares FOR the proposals described herein.
THIS SOLICITATION IS BEING MADE BY THE COMMITTEE AND NOT ON BEHALF OF THE BOARD
OF DIRECTORS OR MANAGEMENT OF COMPUTER HORIZONS. THE COMMITTEE IS NOT AWARE OF
ANY OTHER MATTERS TO BE BROUGHT BEFORE THE SPECIAL MEETING. SHOULD OTHER
MATTERS, WHICH THE COMMITTEE IS NOT AWARE OF A REASONABLE TIME BEFORE THIS
SOLICITATION, BE BROUGHT BEFORE THE SPECIAL MEETING, THE PERSONS NAMED AS
PROXIES IN THE ENCLOSED BLUE PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR
DISCRETION.
THE COMMITTEE URGES YOU TO SIGN, DATE AND RETURN THE BLUE PROXY CARD IN FAVOR OF
THE REMOVAL AND REPLACEMENT OF THE CURRENT DIRECTORS SERVING ON THE COMPUTER
HORIZONS BOARD AND THE FIXING OF THE COMPUTER HORIZONS BOARD AT FIVE DIRECTORS
AS DESCRIBED IN THIS PROXY STATEMENT.
IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPUTER HORIZONS MANAGEMENT
TO THE COMPUTER HORIZONS BOARD, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE
REMOVAL AND REPLACEMENT OF THE CURRENT DIRECTORS SERVING ON THE COMPUTER
HORIZONS BOARD AS DESCRIBED IN THIS PROXY STATEMENT BY SIGNING, DATING AND
RETURNING THE ENCLOSED BLUE PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE
THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE SPECIAL MEETING
BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE
SPECIAL MEETING TO THE COMMITTEE, C/O MACKENZIE PARTNERS, INC. WHICH IS
ASSISTING IN THIS SOLICITATION, OR TO THE SECRETARY OF COMPUTER HORIZONS, OR BY
VOTING IN PERSON AT THE SPECIAL MEETING.
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IMPORTANT
YOUR VOTE IS IMPORTANT, NO MATTER HOW FEW SHARES YOU OWN. THE
COMMITTEE URGES YOU TO SIGN, DATE, AND RETURN THE ENCLOSED BLUE PROXY CARD TODAY
TO VOTE FOR THE REMOVAL AND REPLACEMENT OF THE CURRENT DIRECTORS SERVING ON THE
COMPUTER HORIZONS BOARD.
o If your Shares are registered in your own name, please sign and date
the enclosed BLUE proxy card and return it to the Committee, c/o
MacKenzie Partners, Inc., in the enclosed envelope today.
o If any of your Shares are held in the name of a brokerage firm,
bank, bank nominee or other institution on the Record Date, only it
can vote such Shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for
your account and instruct that person to execute on your behalf the
BLUE proxy card. The Committee urges you to confirm your
instructions in writing to the person responsible for your account
and to provide a copy of such instructions to the Committee, c/o
MacKenzie Partners, Inc., who is assisting in this solicitation, at
the address and telephone numbers set forth below, and on the back
cover of this Proxy Statement, so that we may be aware of all
instructions and can attempt to ensure that such instructions are
followed.
If you have any questions regarding your proxy,
or need assistance in voting your Shares, please call:
MACKENZIE
PARTNERS, INC.
105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
or
TOLL-FREE (800) 322-2885
-3-
BACKGROUND TO SOLICITATION
The members of the Committee are currently the beneficial owners of
an aggregate of 3,226,600 Shares, representing approximately 10.3% of the issued
and outstanding common stock. As significant shareholders of Computer Horizons,
we have one goal - to maximize the value of the Shares for all shareholders. Our
recent efforts to maximize shareholder value is summarized in the following
chronology of events leading up to this proxy solicitation:
COMPUTER HORIZONS / ANALYSTS MERGER
On April 12, 2005, Computer Horizons and Analysts International
Corporation ("Analysts") entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which Analysts will merge with JV Merger Corp.,
a wholly-owned subsidiary of Computer Horizons, and Analysts will thereby become
a wholly-owned subsidiary of Computer Horizons (the "Merger"). If the Merger is
completed, shareholders of Analysts will receive 1.15 Shares of Computer
Horizons for each share of Analysts common stock that they own on the date that
the Merger is completed. Analysts shareholders will hold approximately 48% and
Computer Horizons shareholders will hold approximately 52% of the outstanding
Shares of Computer Horizons common stock immediately after the Merger, exclusive
of outstanding Computer Horizons and Analysts options to purchase shares of
Computer Horizons common stock and Analysts common stock, respectively. The
foregoing description of the Merger is not complete and is qualified in its
entirety by reference to the full text of the Merger Agreement which is attached
to the Joint Proxy Statement / Prospectus on Form S-4 of Computer Horizons and
Analysts filed on August 4, 2005 in connection with the proposed Merger (the
"Form S-4") as well as other information concerning the Merger set forth in the
Form S-4.
FORMATION OF THE COMMITTEE
On July 22, 2005, Crescendo Partners, Crescendo Investments, Eric
Rosenfeld, FAS Trust, RLS Trust, Family Trust, Richard L. Scott and Stephen T.
Braun formed the Committee (the Nominees and RLS Investments subsequently joined
the Committee on August 18, 2005) for the purpose of soliciting proxies in
opposition to Computer Horizons' proposals in connection with the proposed
Merger contained in the Form S-4 as well as in connection with the proposed
calling of a special meeting of shareholders to remove up to all the existing
directors serving on the Computer Horizons Board and replacing them with the
Committee's slate of director nominees, and voting in favor of and soliciting
proxies in favor of such proposals. The Committee has filed a definitive proxy
statement (the "Merger Proxy Statement") with the SEC in order to solicit
proxies in opposition to Computer Horizons' proposals in connection with the
Merger.
THE COMMITTEE'S REQUESTS TO THE COMPANY FOR SHAREHOLDERS LIST
On July 22, 2005, in connection with soliciting proxies against the
Merger, Crescendo Partners delivered a letter to Computer Horizons requesting a
complete list of the Company's shareholders and other corporate records in order
to allow the members of the Committee to communicate with the Company's
shareholders regarding the Company's proposals in connection with the proposed
Merger.
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On July 28, 2005, Computer Horizons delivered a letter to Crescendo
Partners denying the request for the shareholders list and other corporate
records of the Company based on its professed belief that the demand did not
comply with applicable New York State law. The Committee believes that the
demand fully complied with applicable New York State law. However, in order to
move forward the process without further delay, Crescendo Partners delivered to
Computer Horizons a revised demand that was ultimately accepted by the Company.
THE COMMITTEE'S REQUESTS TO THE COMPANY FOR SPECIAL MEETING
On July 26, 2005, certain members of the Committee caused Cede &
Co., the record holder of a majority of the Shares beneficially owned by such
members, to deliver letters to Computer Horizons requesting that the Company
call a special meeting of shareholders for the purpose of removing all the
existing directors serving on the Computer Horizons Board and replacing them
with the Committee's slate of director nominees.
On July 29, 2005, counsel to Computer Horizons delivered a letter to
counsel to the Committee denying the request to call the special meeting of
shareholders based on its professed belief that the demand did not comply with
the Company's By-Laws. The Committee believes that the demand fully complied
with the applicable By-Law provisions. However, in order to move the process
forward without further delay, the members of the Committee delivered to
Computer Horizons a new demand. While Computer Horizons did not respond directly
to the Committee acknowledging that this second demand was accepted, Computer
Horizons stated in its Form S-4 that the second demand was proper.
Pursuant to Computer Horizons' By-Laws, the Special Meeting will be
held on September 21, 2005 at the offices of Olshan Grundman Frome Rosenzweig &
Wolosky LLP, 2001 Route 46, Suite 202, Parsippany, New Jersey 07054, the date
and location specified in our demand. The By-Laws provide that the Computer
Horizons Board must fix a record date within five business days following
Computer Horizons' receipt of our demand. To our knowledge, although five
business days have passed, no record date has been set.
On August 12, 2005, the general counsel of Computer Horizons
delivered a letter to the Committee acknowledging receipt of the Committee's
second request to call the special meeting and that the meeting has been
requested in accordance with Computer Horizons' By-Laws. The letter also
requested certain additional information and agreements not required by Computer
Horizons' By-Laws and New York State law. The Committee's counsel responded,
requesting that Computer Horizons announce the record date required to be set by
the Company's By-Laws. Although the requests in Computer Horizons' August 12,
2005 letter to the Committee were not based upon any legal basis or support, the
Committee, in the interest of proceeding forward, agreed to provide Computer
Horizons with information regarding each nominee, all of which information is
contained herein.
-5-
PROPOSAL NO. 1
REMOVAL OF EXISTING DIRECTORS SERVING ON
COMPUTER HORIZONS BOARD
The Computer Horizons Board is currently composed of seven
directors. According to the By-Laws of Computer Horizons, the shareholders may
remove any director with or without cause and fill the vacancy in the Computer
Horizons Board thus created. We are seeking to remove all the existing directors
serving on the Computer Horizons Board without cause for the reasons set forth
below.
REASONS FOR REMOVING EXISTING DIRECTORS
The Committee does not believe the current directors serving on the
Computer Horizons Board are acting in the best interests of the shareholders for
several reasons. First, we believe the proposed Merger with Analysts recommended
by the Computer Horizons Board will significantly deteriorate shareholder value.
For this reason, on July 22, 2005, the Committee filed the Merger Proxy
Statement with the SEC to solicit proxies in opposition to the Merger. Second,
the Committee is extremely disappointed with Computer Horizons' financial and
Share price performance over the past few years, as well as with an accounting
error that was disclosed in October 2004. Next, we believe that the lack of
significant actual ownership of Shares by management may contribute to
management's lack of commitment to improving Computer Horizons' financial and
Share price performance. Accordingly, regardless of whether or not the proposed
Merger is approved by the shareholders, we believe the existing directors
serving on the Computer Horizons Board should be removed and replaced with the
Committee's slate of Nominees.
ILL-ADVISED PROPOSED MERGER WITH ANALYSTS
We do not believe the Computer Horizons Board is acting in the best
interests of the shareholders by seeking shareholder approval of the proposed
Merger with Analysts. Thus, the Committee filed the Merger Proxy Statement to
solicit proxies in opposition to the proposed Merger. The following is a summary
of the Committee's reasons why the shareholders should vote against the proposed
Merger. You should refer to the Merger Proxy Statement for a more detailed
description on why we do not believe the shareholders should approve the
proposed Merger.
o WE BELIEVE THE EXCHANGE RATIO UNDER THE PROPOSED MERGER IS SET TOO
HIGH. Under the terms of the proposed Merger, shareholders of
Analysts will receive 1.15 Shares of Computer Horizons for each
share of Analysts common stock that they own on the date that the
Merger is completed, resulting in the total issuance of up to
31,905,227 Shares to Analysts shareholders. We believe the exchange
ratio is set too high.
-6-
o WE BELIEVE COMPUTER HORIZONS IS USING AN UNDERVALUED CURRENCY TO
ACQUIRE ANALYSTS. We believe Computer Horizons' equity is currently
undervalued. Computer Horizons' financial advisor determined a range
for the implied per Share value of Computer Horizons common stock of
$4.66 to $6.52 as part of a discounted cash flow analysis, one of
many valuation metrics applied by the Company's financial advisor.
o WE BELIEVE THE PROPOSED MERGER WILL DILUTE COMPUTER HORIZONS' MOST
PROFITABLE AND PROMISING BUSINESS SEGMENTS. We believe that the
Chimes and Federal business segments are the Company's most
attractive assets. Since existing shareholders of Computer Horizons
will own approximately 50% of the surviving company after the Merger
and Analysts' business is principally comprised of staffing, THE
MERGER WILL HAVE THE EFFECT OF CUTTING IN HALF THE SHAREHOLDERS'
OWNERSHIP INTEREST IN THE CHIMES AND FEDERAL BUSINESS SEGMENTS.
o THE PROPOSED MERGER REPRESENTS A SIGNIFICANT CHANGE IN STRATEGY BY
THE COMPUTER HORIZONS BOARD WHICH WE DO NOT BELIEVE HAS BEEN
JUSTIFIED TO THE SHAREHOLDERS. Prior to the Merger discussions with
Analysts, management of Computer Horizons repeatedly discussed
during conference calls the Company's three-year strategy of
entering into the higher margin solutions business and growing the
Chimes and Federal business segments. The proposed Merger represents
a significant and sudden change in this strategic plan. THE PROPOSED
MERGER DEPARTS FROM THE COMPANY'S PREVIOUSLY ANNOUNCED STRATEGY OF
FOCUSING ON THE HIGH-END SOLUTIONS BUSINESS, SINCE A MAJORITY OF
ANALYSTS' BUSINESS IS COMPRISED OF STAFFING. WE DO NOT BELIEVE THIS
CHANGE IS IN THE BEST INTEREST OF COMPUTER HORIZONS SHAREHOLDERS.
o WE BELIEVE THE COMBINED, DIRECT TRANSACTION COSTS OF UP TO
APPROXIMATELY $14.4 MILLION, NOT INCLUDING THE ISSUANCE OF 377,000
SHARES OF ANALYSTS RESTRICTED STOCK, ANTICIPATED TO BE INCURRED TO
EFFECT THE PROPOSED MERGER ARE EXCESSIVE. We believe up to
approximately $14.4 million in transaction costs, not including the
issuance of 377,000 shares of Analysts restricted stock to Analysts
employees, Computer Horizons anticipates will be incurred to effect
the proposed Merger should be viewed as part of the purchase price
in any analysis of the Merger.
o WE BELIEVE THERE ARE POTENTIALLY MORE FAVORABLE STRATEGIC
OPPORTUNITIES FOR COMPUTER HORIZONS THAN THE PROPOSED MERGER. We do
not believe Computer Horizons seriously considered other potential
alternative merger partners or other opportunities to maximize
shareholder value. We believe the Merger is not in the best
interests of the Company's shareholders and that an investment
banking firm should be hired by the Company to explore strategic
alternatives. WE BELIEVE THAT THE HIRING OF AN INVESTMENT BANKING
FIRM WITH A MANDATE TO FULLY EXPLORE ALL STRATEGIC ALTERNATIVES TO
MAXIMIZE SHAREHOLDER VALUE COULD RESULT IN MORE FAVORABLE
OPPORTUNITIES TO ENHANCE SHAREHOLDER VALUE.
-7-
POOR FINANCIAL PERFORMANCE AND ACCOUNTING ERROR
We believe Computer Horizons' dismal financial performance over the
past several years demonstrates the Computer Horizons Board's failure to create
value for its shareholders. We are most troubled by Computer Horizons' inability
to turn annual profits during each of the past five years. As set forth in
greater detail in the following table, based on the Computer Horizons' public
filings, the Company has sustained an aggregate net loss of over $150 million
from 2000 to 2004. We believe the Computer Horizons Board should be held
accountable for these continued losses.
2000 2001 2002 2003 2004
---- ---- ---- ---- ----
NET LOSS ($) (57,827,000) (14,450,000) (38,036,000) (17,155,000) (25,172,000)
In October 2004, Computer Horizons first disclosed an accounting
error pertaining to the incorrect adjustment of consulting costs relating to
intercompany transactions between the Company and its Canadian subsidiary.
According to Computer Horizons' public filings, this error caused an
understatement of consultant costs, aggregating approximately $5 million on a
pre-tax basis, in the Company's consolidated income statements since the second
quarter of 2003 and the Company's operating results during the five quarterly
periods beginning with the second quarter ended June 30, 2003 and ending with
the second quarter ended June 30, 2004 were overstated by an aggregate amount of
approximately $3.3 million, net of tax, or $0.11 per share. We believe the
Computer Horizons Board should also be held accountable for the accounting
error.
DISMAL SHARE PRICE PERFORMANCE
According to information contained in management's proxy statement
for the 2004 annual meeting of shareholders (the "Management Proxy Statement"),
DURING THE PERIOD FROM JANUARY 1, 2000 TO DECEMBER 31, 2004, AN INVESTMENT IN
COMPUTER HORIZONS WOULD HAVE LOST A STUNNING 76% OF ITS VALUE. On December 31,
2004, the last day of this period, the Share price closed at $3.81 per Share. On
August 17, 2005, the Share price closed at $3.47 per Share, representing an 8.9%
decrease since the beginning of 2005. As the holders of 3,226,600 Shares, the
members of the Committee find this performance unacceptable.
LACK OF MANAGEMENT AND DIRECTOR OWNERSHIP OF SHARES
As the beneficial owners of an aggregate of 3,226,600 Shares, the
members of the Committee have a significant investment at stake. In contrast, as
of July 15, 2005, the members of the Computer Horizons Board and management
collectively owned less than 1% of the Shares outright, based on information
contained in the Form S-4. We believe that the lack of significant actual
ownership of the Shares by the Computer Horizons Board and management may
contribute to the Computer Horizons Board's and management's lack of commitment
to maximizing the value of the Shares. Additionally, we believe that the lack of
-8-
significant actual ownership of the Shares by the Computer Horizons Board and
management may result in actions taken by Computer Horizons that are not always
in the best interests of the greater majority of unaffiliated shareholders, such
as the proposed Merger. The table set forth below, which has been derived from
the Form S-4, contains information regarding the actual ownership of the Shares
by the Computer Horizons Board and management. Reference is made to Schedule II
of this Proxy Statement which contains information regarding beneficial
ownership of the Computer Horizons Board and management which has also been
derived from the Form S-4.
Shares Shares of Common Percent
Owned Percent of Stock Beneficially of
Name Outright Class (1) Owned (2) Class (1)
- ---- -------- --------- --------- ---------
William J. Murphy 37,609 * 241,476 *
Michael J. Shea 13,656 * 144,948 *
John E. Ferdinandi 0 * 1,667 *
William M. Duncan 5,000 * 75,000 *
Earl L. Mason 40,000 * 100,000 *
William J. Marino 7,200 * 47,200 *
Eric P. Edelstein 5,000 * 25,000 *
L. White Matthews, III 3,000 * 23,000 *
Edward J. Obuchowski 5,000 * 25,000 *
Directors and Executive Officers
as a Group 116,465 * 683,291 2.14%
- ------------------
* Less than 1%
(1) Based on 31,326,057 outstanding Shares as of July 15, 2005, as
reported in the Form S-4.
(2) Includes Shares issuable upon exercise of options to purchase the
Company's common stock as follows: Mr. Murphy, 203,867; Mr. Shea,
131,292; Mr. Ferdinandi, [1,667]; Mr. Duncan, 70,000; Mr. Mason,
60,000; Mr. Marino, 40,000; Mr. Edelstein, 20,000; Mr. Matthews,
20,000; Mr. Obuchowski, 20,000; and all directors and executive
officers as a group, 566,826.
THE COMMITTEE URGES YOU TO VOTE FOR ITS PROPOSAL TO REMOVE ALL THE
EXISTING DIRECTORS SERVING ON THE COMPUTER HORIZONS BOARD ON THE ENCLOSED BLUE
PROXY CARD.
-9-
PROPOSAL NO. 2
PROPOSAL TO FIX NUMBER OF DIRECTORS AT FIVE
Assuming the seven existing members of the Computer Horizons Board
are removed in accordance with Proposal 1, the Committee would like to ensure
that if its five director nominees are elected, they will constitute the entire
board. According to the By-Laws of Computer Horizons, the number of directors
serving on the Computer Horizons Board may be fixed and from time to time
increased or decreased by the shareholders, subject to certain limitations.
Accordingly, you are being asked to fix the number of directors serving on the
Computer Horizons Board at five.
THE COMMITTEE URGES YOU TO VOTE FOR ITS PROPOSAL TO FIX THE NUMBER
OF DIRECTORS SERVING ON THE COMPUTER HORIZONS BOARD AT FIVE ON THE ENCLOSED BLUE
PROXY CARD.
PROPOSAL NO. 3
PROPOSAL TO ELECT THE NOMINEES
The Committee has nominated five truly independent nominees who, if
elected, will constitute the entire Computer Horizons Board. You will not have
an opportunity to elect the Nominees if the current members of the Computer
Horizons Board are not removed by the shareholders pursuant to Proposal 1.
We believe our Nominees, who have no current affiliation with the
current Computer Horizons Board and management, will increase the quality of
oversight by the Computer Horizons Board and will effectively exercise their
fiduciary duties to the shareholders. If elected, the Nominees will cause
Computer Horizons to retain an investment banking firm to assist in the review
of all available strategic alternatives to maximize shareholder value including,
but not limited to, selling the entire company by means of a merger, tender
offer or otherwise to the highest bidder, divesting or spinning-off all the
assets of the Company on a tax efficient basis or continuing to operate the
Company and divesting or spinning-off its non-core assets. If this is not
successful, the Nominees will seek to maximize the Company's profitability by
cutting costs, pursuing internal growth and/or using its excess cash to
repurchase its undervalued Shares.
THE NOMINEES
The following information sets forth the name, age, business
address, present principal occupation, and employment and material occupations,
positions, offices, or employments for the past five years of each of the
Nominees. Each of the Nominees is a citizen of the United States of America,
except for Mr. van Rijn who is a citizen of the Netherlands.
ERIC ROSENFELD (AGE 48) has served as the managing member of the
general partner of Crescendo Partners, L.P., a New York-based investment firm,
since November 1998. During this time, he has also served as the managing member
-10-
of the general partner of Crescendo Partners II, L.P., an affiliate of Crescendo
Partners, L.P. that also invests in securities. Mr. Rosenfeld has served as
Chairman of the Board, Chief Executive Officer and President of Arpeggio
Acquisition Corporation, a company currently seeking an acquisition candidate,
since June 2004. Mr. Rosenfeld has served as Chairman of the Board of CPI
Aerostructures, Inc., an American Stock Exchange-listed company engaged in the
contract production of structural aircraft parts principally for the United
States Air Force and other branches of the U.S. armed forces, since July 2005
and as Chairman of its Strategic Planning Committee since April 2003. He has
served as a director of Sierra Systems Group, Inc., a Toronto Stock
Exchange-listed information technology, management consulting and systems
integration firm based in Canada, since October 2003. He has served as a
director of Emergis Inc., a Toronto Stock Exchange-listed company that enables
the electronic processing of transactions in the Finance and Healthcare
industries, since July 2004. He has also served as a director of Hip
Interactive, a Toronto Stock Exchange-listed company that distributes and
develops electronic entertainment products, from November 2004 to July 2005. Mr.
Rosenfeld served as a director of AD OPT Technologies Inc., which was a Toronto
Stock Exchange-listed company, from April 2003 to November 2004, when it was
acquired by Kronos Inc. Mr. Rosenfeld served as a director and head of the
Special Committee of Pivotal Corporation, a Canadian-based customer relations
management software company, from July 2003 to February 2004, when it was sold
to chinadotcom. He was also Chairman of the Board of Spar Aerospace Limited, a
company that provides repair and overhaul services for aircraft and helicopters
used by governments and commercial airlines, from May 1999 to November 2001,
when it was sold to L-3 Communications. From 1985 to 1998, Mr. Rosenfeld was a
Managing Director at CIBC Oppenheimer, a financial services firm, and its
predecessor company Oppenheimer & Co., Inc. Mr. Rosenfeld is a regular guest
lecturer at Columbia Business School and has served on numerous panels at
Queen's University Business Law School Symposia, McGill Law School and the World
Presidents' Organization. He has also been a regular guest host on CNBC. Mr.
Rosenfeld received an M.B.A. from Harvard University and an A.B. degree in
economics from Brown University. The business address of Mr. Rosenfeld is 10
East 53rd Street, 35th Floor, New York, New York 10022. By virtue of his
position with Crescendo Investments, Mr. Rosenfeld has the power to vote and
dispose of the Shares owned by Crescendo Partners. Accordingly, Mr. Rosenfeld
may be deemed to be the beneficial owner of the Shares owned by Crescendo
Partners. For information regarding purchases and sales during the past two
years by Crescendo Partners of securities of Computer Horizons that may be
deemed to be beneficially owned by Mr. Rosenfeld, see Schedule I.
KARL L. MEYER (AGE 67) was a director of Computer Horizons from May
2003 to May 2005. Mr. Meyer was the Chairman of the Board of Ermis Maritime
Holdings Ltd., an owner and operator of ocean going tankers, from February 2000
to December 2004. Mr. Meyer spent his business career in the shipping industry
before retiring in December 2004. The business address of Mr. Meyer is 75 West
Brother Drive, Greenwich, Connecticut 06830. As of the date hereof, Mr. Meyer
did not beneficially own any securities of Computer Horizons. For information
regarding purchases and sales during the past two years by Mr. Meyer of
securities of Computer Horizons, see Schedule I.
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ROBERT F. WALTERS (AGE 56) has been a director of Integreo, a
business process outsourcing (BPO) company that provides technology-based BPO
solutions to the healthcare, insurance, government and commercial industries,
since April 2004. Mr. Walters was an Executive Vice President and Chief
Information Officer of John Hancock Financial Services, an international life
insurance and investment company, from April 1995 to April 2004, when it was
acquired by ManuLife of Toronto, Canada. During this period, Mr. Walters
directly managed an information technology staff of over 1,300 employees and an
annual technology investment of $350 million. He served as a director of Art
Technology Group, Inc., a Nasdaq-listed e-business solutions provider, from
April 2002 to November 2003. From 1985 to 1995, Mr. Walters held a variety of
senior information technology positions at Citicorp, in the US, London and
Brussels. He was the Chief Information Officer of European technology, managing
the technology operations of businesses in 14 countries in Western Europe with a
staff of over 2,500 employees and close to a billion dollars of annual
technology expense. He has significant experience in merging the operations of
companies after acquisition, having completed over 20 such integrations. Prior
to Citibank, Mr. Walters spent 15 years in the technology and operations related
functions of the banking industry at HSBC and Banker's Trust in Buffalo and New
York City. The business address of Mr. Walters is 5 Birchwood Lane, Sandwich,
Massachusetts 02563. As of the date hereof, Mr. Walters did not beneficially own
any securities of Computer Horizons. Mr. Walters has not purchased or sold any
securities of Computer Horizons during the past two years.
FRANK J. TANKI (AGE 65) served as a director of Acceris
Communications Inc., a broad based telecommunications company, from May 2004 to
March 2005. Mr. Tanki has been retired during the past five years. Mr. Tanki
spent 36 years with Coopers & Lybrand (PriceWaterhouseCoopers) and retired in
1998 as a Senior Partner in the Business Assurance practice. During his career,
he was a member of the firm's Executive Committee, Director of Accounting and
SEC Technical Services and Partner-In-Charge of the New York practice group. His
engagement partner responsibilities included such clients as AT&T, Lucent
Technologies, Lexmark International and Nabisco Brands. The business address of
Mr. Tanki is 247 Barnstable Drive, Wyckoff, New Jersey 07481. As of the date
hereof, Mr. Tanki did not beneficially own any securities of Computer Horizons.
Mr. Tanki has not purchased or sold any securities of Computer Horizons during
the past two years.
WILLEM VAN RIJN (AGE 56) has served as Senior Advisor to the founder
and management committee of Capco, an operations and technology consulting and
solutions firm, since August 2002. From August 1995 to August 2002, he was a
Senior Partner with PriceWaterhouseCoopers, and its predecessor Coopers &
Lybrand, were he served as the Managing Partner of the Japanese financial
services consulting practice from 1998 to 2002 and the global strategy and
financial risk management consulting practice from 1995 to 1998. Mr. van Rijn
has advised the top managements of major financial institutions on business
strategies, with a focus on operating and technology oriented businesses. He has
a deep understanding of professional services and technology services markets.
As an executive, he has managed professional services and operations businesses
globally, ranging in size from 1,500 to 2,500 employees. The business address of
Mr. van Rijn is 6 Bay Street, Wickford, North Kingstown, Rhode Island 02852. As
of the date hereof, Mr. van Rijn did not beneficially own any securities of
Computer Horizons. Mr. van Rijn has not purchased or sold any securities of
Computer Horizons during the past two years.
There can be no assurance that the actions our Nominees intend to
take as described above will be implemented if they are elected or that the
election of our Nominees will improve Computer Horizons' business or otherwise
enhance shareholder value. Your vote to elect the Nominees does not constitute a
vote in favor of our value enhancing plans for Computer Horizons. Your vote to
elect the Nominees will have the legal effect of replacing the current directors
serving on the Computer Horizons Board with our Nominees. Neither we (nor to our
knowledge, any other person on our behalf) has made or undertaken any analysis
or reports as to whether shareholder value will be maximized as a result of this
solicitation or obtained reports from consultants or other outside parties as to
whether the proposals presented herein would have an effect on shareholder
value. There can be no assurance that shareholder value will be maximized as a
result of this solicitation or the election of the Nominees.
The Nominees will not receive any compensation from the Committee
for their services as directors of Computer Horizons. Other than as stated
herein, there are no arrangements or understandings between the Committee and
any of the Nominees or any other person or persons pursuant to which the
nomination described herein is to be made, other than the consent by each of the
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Nominees to be named in this Proxy Statement and to serve as a director of
Computer Horizons if elected as such at the Special Meeting. None of the
Nominees is a party adverse to Computer Horizons or any of its subsidiaries or
has a material interest adverse to Computer Horizons or any of its subsidiaries
in any material pending legal proceedings.
The Committee does not expect that the Nominees will be unable to
stand for election, but, in the event that such persons are unable to serve or
for good cause will not serve, the Shares represented by the enclosed BLUE proxy
card will be voted for substitute nominees. In addition, the Committee reserves
the right to nominate substitute persons if Computer Horizons makes or announces
any changes to its By-Laws or takes or announces any other action that has, or
if consummated would have, the effect of disqualifying the Nominees. In any such
case, Shares represented by the enclosed BLUE proxy card will be voted for such
substitute nominees. The Committee reserves the right to nominate additional
persons if Computer Horizons increases the size of the Computer Horizons Board
above its existing size. Additional nominations made pursuant to the preceding
sentence are without prejudice to the position of the Committee that any attempt
to increase the size of the current Computer Horizons Board or to classify the
Computer Horizons Board constitutes an unlawful manipulation of Computer
Horizons' corporate machinery.
THE COMMITTEE URGES YOU TO VOTE FOR THE ELECTION OF THE NOMINEES ON
THE ENCLOSED BLUE PROXY CARD.
-13-
VOTING AND PROXY PROCEDURES
Only shareholders of record on the Record Date will be entitled to
notice of and to vote at the Special Meeting. Each Share is entitled to one
vote. Shareholders who sell Shares before the Record Date (or acquire them
without voting rights after the Record Date) may not vote such Shares.
Shareholders of record on the Record Date will retain their voting rights in
connection with the Special Meeting even if they sell such Shares after the
Record Date. Based on publicly available information, the Committee believes
that the only outstanding class of securities of Computer Horizons entitled to
vote at the Special Meeting is the Shares.
Shares represented by properly executed BLUE proxy cards will be
voted at the Special Meeting as marked and, in the absence of specific
instructions, will be voted FOR the proposal to remove the existing directors
serving on the Computer Horizons Board, FOR the proposal to fix the number of
directors serving on the Computer Horizons Board at five, FOR the proposal to
elect the Nominees to the Computer Horizons Board and, in the discretion of the
persons named as proxies, on all other matters as may properly come before the
Special Meeting.
We are asking you to remove the existing directors serving on the
Computer Horizons Board and replace them with our Nominees. We believe that the
Computer Horizons Board will solicit proxies at the Special Meeting in
opposition to our proposals and nominate its own slate of incumbent directors
for election to the Computer Horizons Board. The enclosed BLUE proxy card may
only be voted for our Nominees and does not confer voting power with respect to
any of Computer Horizons' nominees. Accordingly, you will not have the
opportunity to vote for any of Computer Horizons' nominees. You will only have
the opportunity to vote for Computer Horizons' nominees by signing and returning
a proxy card provided by the Company. Shareholders should refer to Computer
Horizons' proxy statement when it becomes available for the names, backgrounds,
qualifications and other information concerning the Company's nominees. The
participants in this solicitation intend to vote all of their Shares in favor of
the Nominees and the other proposals described in this Proxy Statement and will
not vote their Shares in favor of any of the Company's nominees.
QUORUM
In order to conduct any business at the Special Meeting, a quorum
must be present in person or represented by valid proxies. A quorum consists of
a majority of the Shares issued and outstanding on the Record Date. All Shares
that are voted "FOR", "AGAINST" or "ABSTAIN" (or "WITHHOLD" in the case of
election of directors) on any matter will count for purposes of establishing a
quorum and will be treated as Shares entitled to vote at the Special Meeting
(the "Votes Present").
VOTES REQUIRED FOR APPROVAL
VOTE REQUIRED FOR PROPOSALS 1 AND 2. Approval of the proposal to
remove the existing directors serving on the Computer Horizons Board and the
proposal to fix the number of members of the Computer Horizons Board at five
requires the affirmative vote of a majority of the total votes cast ("Votes
Cast") by the shareholders represented and voting at the Special Meeting.
-14-
VOTE REQUIRED FOR PROPOSAL 3. A plurality of the total Votes Cast is
required for the election of the Nominees and, assuming the number of members of
the Computer Horizons Board is fixed at five pursuant to Proposal 2, the five
nominees who receive the most votes will be elected (assuming a quorum is
present). A vote to "WITHHOLD" for any nominee for director will be counted for
purposes of determining the Votes Present, but will have no other effect on the
outcome of the vote on the election of directors.
Shareholders may cast their votes by marking the ballot at the
meeting or by specific voting instructions sent with a signed proxy to either
the Committee in care of MacKenzie Partners, Inc. at the address set forth on
the back cover of this Proxy Statement or to Computer Horizons at 49 Old
Bloomfield Avenue, Mountain Lakes, New Jersey 07046-1495 or any other address
provided by Computer Horizons.
ABSTENTIONS
Abstentions will count as Votes Present for the purpose of
determining whether a quorum is present. Abstentions will not be counted as
Votes Cast on any proposal set forth in this Proxy Statement. Accordingly, the
Committee believes that abstentions will have no effect upon the outcome of
voting on the proposals set forth in this Proxy Statement.
BROKER NON-VOTES
Shares held in street name that are present by proxy will be
considered as Votes Present for purposes of determining whether a quorum is
present. With regard to certain proposals, the holder of record of Shares held
in street name is permitted to vote as it determines, in its discretion, in the
absence of direction from the beneficial holder of the Shares.
The term "broker non-vote" refers to shares held in street name that
are not voted with respect to a particular matter, generally because the
beneficial owner did not give any instructions to the broker as to how to vote
such shares on that matter and the broker is not permitted under applicable
rules to vote such shares in its discretion because of the subject matter of the
proposal, but whose shares are present on at least one matter. Such shares shall
be counted as Votes Present for the purpose of determining whether a quorum is
present, if voting instructions are given by the beneficial owner as to at least
one of the matters to be voted on. Broker non-votes will not be counted as Votes
Cast with respect to matters as to which the record holder has expressly not
voted. Accordingly, the Committee believes that broker non-votes will have no
effect upon the outcome of voting on the proposals set forth in this Proxy
Statement.
REVOCATION OF PROXIES
Shareholders of Computer Horizons may revoke their proxies at any
time prior to exercise by attending the Special Meeting and voting in person
(although attendance at the Special Meeting will not in and of itself constitute
-15-
revocation of a proxy) or by delivering a written notice of revocation. The
delivery of a subsequently dated proxy which is properly completed will
constitute a revocation of any earlier proxy. The revocation may be delivered
either to the Committee in care of MacKenzie Partners, Inc. at the address set
forth on the back cover of this Proxy Statement or to Computer Horizons at 49
Old Bloomfield Avenue, Mountain Lakes, New Jersey 07046-1495 or any other
address provided by Computer Horizons. Although a revocation is effective if
delivered to Computer Horizons, the Committee requests that either the original
or photostatic copies of all revocations be mailed to the Committee in care of
MacKenzie Partners, Inc. at the address set forth on the back cover of this
Proxy Statement so that the Committee will be aware of all revocations and can
more accurately determine if and when proxies have been received from the
holders of record on the Record Date of a majority of the outstanding Shares.
Additionally, MacKenzie Partners, Inc. may use this information to contact
shareholders who have revoked their proxies in order to solicit later dated
proxies for the proposals described herein.
IF YOU WISH TO VOTE FOR THE PROPOSAL TO REMOVE THE CURRENT DIRECTORS SERVING ON
THE COMPUTER HORIZONS BOARD, FOR THE PROPOSAL TO FIX THE NUMBER OF DIRECTORS
SERVING ON THE COMPUTER HORIZONS BOARD AT FIVE, AND FOR THE PROPOSAL TO ELECT
THE NOMINEES TO THE COMPUTER HORIZONS BOARD, PLEASE SIGN, DATE AND RETURN
PROMPTLY THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
-16-
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is
being made by the Committee. Proxies may be solicited by mail, facsimile,
telephone, telegraph, in person and by advertisements. The Committee will not
solicit proxies via the Internet.
The Committee has entered into an oral agreement with MacKenzie
Partners, Inc. for solicitation and advisory services in connection with this
solicitation, for which MacKenzie Partners, Inc. will receive a fee not to
exceed $__,000.00, together with reimbursement for its reasonable out-of-pocket
expenses. MacKenzie Partners, Inc. will solicit proxies from individuals,
brokers, banks, bank nominees and other institutional holders. The Committee has
requested banks, brokerage houses and other custodians, nominees and fiduciaries
to forward all solicitation materials to the beneficial owners of the Shares
they hold of record. The Committee will reimburse these record holders for their
reasonable out-of-pocket expenses in so doing. It is anticipated that MacKenzie
Partners, Inc. will employ approximately 25 persons to solicit Computer
Horizons' shareholders for the Special Meeting.
The entire expense of soliciting proxies is being borne by the
Committee pursuant to the terms of the Joint Filing and Solicitation Agreement
(as described below). Costs of this solicitation of proxies are currently
estimated to be approximately $___,000.00. The Committee estimates that through
the date hereof, its expenses in connection with this solicitation are
approximately $___,000.00.
OTHER PARTICIPANT INFORMATION
Each member of the Committee is a participant in this solicitation.
Eric Rosenfeld is the Managing Member of Crescendo Investments, a Delaware
limited liability company, which in turn is the general partner of Crescendo
Partners, a Delaware limited partnership. The principal occupation of Mr.
Rosenfeld is serving as the managing member of Crescendo Investments and the
managing member of the general partner of Crescendo Partners, L.P., whose
principal business is investing in securities. The principal business of
Crescendo Investments is acting as the general partner of Crescendo Partners.
The principal business of Crescendo Partners is investing in securities. The
principal business address of Mr. Rosenfeld, Crescendo Partners and Crescendo
Investments is 10 East 53rd Street, 35th Floor, New York, New York 10022. As of
the date hereof, Crescendo Partners is the beneficial owner of 2,401,600 Shares.
Eric Rosenfeld and Crescendo Investments may be deemed to beneficially own the
Shares held by Crescendo Partners by virtue of their affiliation with Crescendo
Partners and each disclaims beneficial ownership of such Shares except to the
extent of their pecuniary interest therein. Richard L. Scott is the trustee of
FAS Trust. The principal occupation of Mr. Scott is investing in securities. Mr.
Scott is also the President and sole member of RLS Investments, a Delaware
limited liability company. The principal business of RLS Investments is managing
the assets of FAS Trust, RLS Trust and Family Trust. Stephen T. Braun is the
trustee of RLS Trust and Family Trust. The principal occupation of Mr. Braun is
serving as a member of the law firm of Boult Cummings Conners & Berry, PLC. The
principal business address of Mr. Scott, FAS Trust, RLS Trust, Family Trust and
RLS Investments is 700 11th Street S, Suite 101, Naples, Florida 34102. The
principal business address of Mr. Braun is c/o Boult Cummings Conners & Berry,
-17-
PLC, 1600 Division Street, Suite 700, Nashville, Tennessee 37203. As of the date
hereof, FAS Trust is the beneficial owner of 333,996 Shares, RLS Trust is the
beneficial owner of 305,481 Shares, and Family Trust is the beneficial owner of
185,523 Shares. Mr. Scott may be deemed to beneficially own the Shares held by
FAS Trust by virtue of his power to vote and dispose of such Shares. Mr. Braun
may be deemed to beneficially own the Shares held by each of RLS Trust and
Family Trust by virtue of his power to vote and dispose of such Shares. Mr.
Braun disclaims beneficial ownership of the Shares held by RLS Trust and Family
Trust. Except as set forth in this Proxy Statement, no participant in this
solicitation has a substantial interest, direct or indirect, by security
holdings or otherwise, in any matter to be acted on at the Special Meeting.
On July 22, 2005, Crescendo Partners, Crescendo Investments, Eric
Rosenfeld, FAS Trust, RLS Trust, Family Trust, Richard L. Scott and Stephen T.
Braun entered into a Joint Filing and Solicitation Agreement in which, among
other things, (a) the parties agreed to the joint filing on behalf of each of
them of statements on Schedule 13D with respect to the securities of Computer
Horizons to the extent required under applicable securities laws, (b) the
parties agreed not to, directly or indirectly, offer, sell, dispose of, transfer
or hypothecate any securities of the Company without the prior written consent
of each of the parties, (c) the parties agreed to form the Committee for the
purpose of soliciting proxies or written consents in opposition to the Company's
proposals in connection with the proposed Merger as well as in connection with
the proposed calling of a special meeting of shareholders to remove up to all
the existing directors serving on the Computer Horizons Board and replacing them
with new directors, and voting in favor of and soliciting proxies or written
consents in favor of such proposals (the "Solicitations"), and (d) Crescendo
Partners, FAS Trust, RLS Trust and Family Trust agreed to pay directly all
expenses incurred in connection with the Committee's activities on a pro rata
basis based on the number of Shares held by such entities on the date thereof.
On August 18, 2005, the Joint Filing and Solicitation Agreement was amended to
include Karl L. Meyer, Robert F. Walters, Frank J. Tanki, Willem van Rijn and
RLS Investments as parties thereto. The Committee intends to seek reimbursement
from Computer Horizons of all expenses it incurs in connection with the
Solicitations. The Committee does not intend to submit the question of such
reimbursement to a vote of security holders of the Company. Pursuant to letter
agreements dated August 18, 2005, Crescendo Partners and RLS Investments agreed
to indemnify each of Messrs. Meyer, Walters, Tanki and van Rijn against claims
arising from the solicitation of proxies from Computer Horizons' shareholders at
the Special Meeting and any related transactions.
Except as set forth in this Proxy Statement (including the Schedules
hereto), (i) during the past 10 years, no participant in this solicitation has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no participant in this solicitation directly or indirectly
beneficially owns any securities of Computer Horizons; (iii) no participant in
this solicitation owns any securities of Computer Horizons which are owned of
record but not beneficially; (iv) no participant in this solicitation has
purchased or sold any securities of Computer Horizons during the past two years;
(v) no part of the purchase price or market value of the securities of Computer
Horizons owned by any participant in this solicitation is represented by funds
borrowed or otherwise obtained for the purpose of acquiring or holding such
securities; (vi) no participant in this solicitation is, or within the past year
was, a party to any contract, arrangements or understandings with any person
with respect to any securities of Computer Horizons, including, but not limited
to, joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits, or the
giving or withholding of proxies; (vii) no associate of any participant in this
solicitation owns beneficially, directly or indirectly, any securities of
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Computer Horizons; (viii) no participant in this solicitation owns beneficially,
directly or indirectly, any securities of any parent or subsidiary of Computer
Horizons; (ix) no participant in this solicitation or any of his/its associates
was a party to any transaction, or series of similar transactions, since the
beginning of Computer Horizons' last fiscal year, or is a party to any currently
proposed transaction, or series of similar transactions, to which Computer
Horizons or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000; (x) no participant in this solicitation or any of
his/its associates has any arrangement or understanding with any person with
respect to any future employment by Computer Horizons or its affiliates, or with
respect to any future transactions to which Computer Horizons or any of its
affiliates will or may be a party; and (xi) no person, including the
participants in this solicitation, who is a party to an arrangement or
understanding pursuant to which the Nominees are proposed to be elected has a
substantial interest, direct or indirect, by security holdings or otherwise in
any matter to be acted on at the Special Meeting.
OTHER MATTERS AND ADDITIONAL INFORMATION
The Committee is unaware of any other matters to be considered at
the Special Meeting. However, should other matters, which the Committee is not
aware of a reasonable time before this solicitation, be brought before the
Special Meeting, the persons named as proxies on the enclosed BLUE proxy card
will vote on such matters in their discretion.
We believe that the current members of the Computer Horizons Board
will solicit proxies at the Special Meeting and will furnish a proxy statement
in connection with their solicitation. None of the participants in this
solicitation, nor any of their respective affiliates or associates, is presently
an officer or director of, or otherwise engaged in the management of, Computer
Horizons. Accordingly, we do not have current biographical information on
Computer Horizons' directors and executive officers, information concerning
executive compensation, an analysis of cumulative total returns on an investment
in Shares during the past five years and deadlines and procedures for submitting
proposals at Computer Horizons' next annual meeting of shareholders under Rule
14a-8 of the Securities Exchange Act of 1934, as amended, and outside the
processes of Rule 14a-8. Shareholders should refer to Computer Horizons' proxy
statement when it becomes available in order to review this disclosure. Although
we do not have any knowledge indicating that any statement made by the Committee
herein is untrue, we do not take any responsibility for the accuracy or
completeness of statements taken from public documents and records that were not
prepared by or on our behalf, or for any failure by Computer Horizons to
disclose events that may affect the significance or accuracy of such
information. See Schedule II for information regarding persons who beneficially
own more than 5% of the Shares and the ownership of the Shares by the management
of Computer Horizons.
The information concerning Computer Horizons contained in this Proxy
Statement and the Schedules attached hereto has been taken from, or is based
upon, publicly available information.
THE COMPUTER HORIZONS FULL VALUE COMMITTEE
_____, 2005
-19-
SCHEDULE I
TRANSACTIONS IN SECURITIES OF COMPUTER HORIZONS
DURING THE PAST TWO YEARS
CLASS QUANTITY PRICE PER DATE OF
OF SECURITY PURCHASED / (SOLD) SHARE ($) PURCHASE / (SALE)
- ----------- ------------------ --------- -----------------
CRESCENDO PARTNERS II, L.P., SERIES R
- --------------------------------------------------------------------------------
Common Stock 23,100 2.9016 05/31/05
Common Stock 174,000 3.0155 06/01/05
Common Stock (200) 3.0250 (06/01/05)
Common Stock 25,000 2.9939 06/02/05
Common Stock 23,400 3.0342 06/03/05
Common Stock 49,600 3.0488 06/06/05
Common Stock 15,900 3.0500 06/07/05
Common Stock 182,600 3.0582 06/08/05
Common Stock 12,500 3.0499 06/08/05
Common Stock 8,900 3.0500 06/09/05
Common Stock 223,300 3.0996 06/10/05
Common Stock 33,400 3.1272 06/13/05
Common Stock (2,000) 3.3800 (06/16/05)
Common Stock 575,000 3.4000 06/17/05
Common Stock 100,000 3.3987 06/20/05
Common Stock 194,000 3.0821 07/13/05
Common Stock 400,000 3.3100 07/15/05
Common Stock 40,000 3.3300 07/19/05
Common Stock 21,300 3.2843 07/20/05
Common Stock 200,000 3.3923 07/21/05
Common Stock 101,800 3.4000 07/21/05
RICHARD L. SCOTT FLORIDA TRUST*
- --------------------------------------------------------------------------------
Common Stock 50,000 3.5990 12/10/03
Common Stock 100,000 4.2989 02/20/04
-20-
CLASS QUANTITY PRICE PER DATE OF
OF SECURITY PURCHASED / (SOLD) SHARE ($) PURCHASE / (SALE)
- ----------- ------------------ --------- -----------------
Common Stock 3,875 4.2465 03/03/04
Common Stock 566 4.2500 03/04/04
Common Stock 2,340 4.2948 03/09/04
Common Stock 3,900 3.3914 05/24/04
Common Stock (1,400) 3.8000 (10/11/04)
Common Stock (1,200) 3.8000 (10/12/04)
Common Stock (1,300) 3.7710 (10/13/04)
Common Stock (800) 3.7500 (10/29/04)
Common Stock (500) 3.7431 (11/03/04)
Common Stock 172,000 3.0500 06/08/05
Common Stock (172,000) 3.0600 (06/08/05)
Common Stock (100,000) 3.3100 (07/15/05)
Common Stock 250,000 3.3000 07/19/05
F. ANNETTE SCOTT FLORIDA TRUST*
- --------------------------------------------------------------------------------
Common Stock 50,000 3.5750 12/08/03
Common Stock 3,400 4.2388 02/23/04
Common Stock 12,300 4.2377 02/24/04
Common Stock 39,400 4.2540 02/25/04
Common Stock 4,400 4.2400 02/27/04
Common Stock 18,500 4.2372 03/01/04
Common Stock 16,102 4.3000 03/08/04
Common Stock 12,085 4.2728 03/10/04
Common Stock 16,187 4.2947 03/11/04
Common Stock 7,400 4.2757 03/12/04
Common Stock 39,019 4.2298 03/15/04
Common Stock 2,700 4.1000 04/06/04
Common Stock 11,243 4.0736 04/07/04
Common Stock 110 4.1000 04/08/04
-21-
CLASS QUANTITY PRICE PER DATE OF
OF SECURITY PURCHASED / (SOLD) SHARE ($) PURCHASE / (SALE)
- ----------- ------------------ --------- -----------------
Common Stock 10,000 4.0986 04/12/04
Common Stock 10,852 4.0668 04/13/04
Common Stock 10,000 4.0346 04/14/04
Common Stock 11,182 3.9900 04/16/04
Common Stock 12,500 3.9596 04/19/04
Common Stock 3,838 3.9624 04/20/04
Common Stock 4,712 3.9598 04/22/04
Common Stock 6,082 3.9692 04/23/04
Common Stock 19,555 3.9473 04/26/04
Common Stock 11,129 3.8362 04/29/04
Common Stock 13,600 3.6083 04/30/04
Common Stock 6,000 3.3713 05/05/04
Common Stock 1,500 3.2433 05/06/04
Common Stock (1,600) 3.7521 (10/13/04)
Common Stock (2,812) 3.7500 (11/01/04)
Common Stock (950) 3.7431 (11/03/04)
Common Stock (16,026) 3.7413 (11/05/04)
Common Stock (14,212) 3.8620 (11/30/04)
Common Stock 900 3.0800 04/08/05
Common Stock 2,100 3.0800 04/12/05
Common Stock 30,000 3.3500 07/15/05
Common Stock 54,000 3.3575 07/15/05
Common Stock (300,000) 3.3100 (07/15/05)
Common Stock 105,137 3.3870 07/18/05
Common Stock 66,819 3.3893 07/18/05
Common Stock 36,814 3.3359 07/19/05
Common Stock 20,030 3.3920 07/21/05
-22-
CLASS QUANTITY PRICE PER DATE OF
OF SECURITY PURCHASED / (SOLD) SHARE ($) PURCHASE / (SALE)
- ----------- ------------------ --------- -----------------
SCOTT FAMILY FLORIDA PARTNERSHIP TRUST*
- --------------------------------------------------------------------------------
Common Stock 609 3.6000 12/11/03
Common Stock 100,000 4.2920 02/19/04
Common Stock 23,817 4.1507 03/16/04
Common Stock 52,226 3.9941 04/15/04
Common Stock 3,871 3.9092 04/27/04
Common Stock 5,000 3.9086 04/28/04
KARL L. MEYER
- --------------------------------------------------------------------------------
Stock Option** 10,000 at $4.68 Director 06/04/03
per share Compensation
Stock Option** 10,000 at $3.92 Director 01/01/04
per share Compensation
- --------------------------------------------------------------------------------
RICHARD L. SCOTT INVESTMENTS, LLC
- --------------------------------------------------------------------------------
NONE
CRESCENDO INVESTMENTS II, LLC
- --------------------------------------------------------------------------------
NONE
ERIC ROSENFELD
- --------------------------------------------------------------------------------
NONE
RICHARD L. SCOTT
- --------------------------------------------------------------------------------
NONE
STEPHEN T. BRAUN
- --------------------------------------------------------------------------------
NONE
-23-
ROBERT F. WALTERS
- --------------------------------------------------------------------------------
NONE
FRANK J. TANKI
- --------------------------------------------------------------------------------
NONE
WILLEM VAN RIJN
- --------------------------------------------------------------------------------
NONE
- -------------------
* Includes transactions effected by predecessor trusts.
** Options have expired.
-24-
SCHEDULE II
THE FOLLOWING TABLE IS REPRINTED FROM THE COMPANY'S REGISTRATION STATEMENT
ON FORM S-4 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 2005.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table presents certain information with respect to the
beneficial ownership of shares of the Company's common stock (its only class of
voting securities) on July 15, 2005 (except as noted otherwise), by (a) persons
owning more than 5% of such shares, (b) each director, (c) certain of the
Company's executive officers, and (d) all directors and executive officers as a
group. Unless otherwise indicated, each person has sole voting and dispositive
power over the shares shown as being owned by such person.
Amount Beneficially
Owned(1) Percent of
Name and Address of Beneficial Owner as of July 15, 2005 Class
- ------------------------------------ ------------------- -----
William J. Murphy 241,476 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Michael J. Shea 144,948 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
John E. Ferdinandi 1,667 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
William M. Duncan 75,000 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Earl L. Mason 100,000 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
William J. Marino 47,200 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Eric P. Edelstein 25,000 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
-25-
L. White Matthews, III 23,000 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Edward J. Obuchowski 25,000 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
All directors and executive officers as a group 683,291 (3) 2.20 %
(9 persons)
Tocqueville Asset Management LLP 1,556,150 (4) 4.97 %
40 West 57th Street, 19th Floor
New York, New York 10019
Dimensional Fund Advisors, Inc 1,957,883 (5) 6.25 %
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Royce and Associates, LLC 2,606,600 (6) 8.32 %
1414 Avenue of the Americas
New York, NY 10019
FMR Corp 3,048,242 (7) 9.73 %
82 Devonshire Street
Boston, MA 02109
Group comprised of 3,226,600 (8) 10.3 %
Crescendo Partners, II, L.P., Series R
Crescendo Investments II, LLC
Eric Rosenfeld
10 East 53rd Street, 35th Floor
New York, NY 10022
F. Annette Scott Florida Trust
Richard L. Scott Florida Trust
Scott Family Florida Partnership Trust
Richard L. Scott
700 11th Street S, Suite 101
Naples, FL 34102
Stephen T. Braun
c/o Boult Cummings Conners & Berry, PLC
1600 Division Street, Suite 700
Nashville, TN 37203
The Computer Horizons Full Value Committee
-26-
(1) Except as otherwise indicated, each person possesses sole voting and
investment power over the shares shown above. Includes 340,159
shares issuable upon exercise of options to purchase the Company's
common stock, as follows: Murphy, 203,867; Shea, 131,292;
Ferdinandi, 5,000; Duncan, 70,000; Mason, 60,000; Marino, 40,000;
Edelstein, 20,000; Matthews, 20,000; Obuchowski, 20,000.
(2) Less than 1%.
(3) Includes all shares issuable upon exercise of options to purchase
the Company's common stock, included in Note 1.
(4) As reported in its Schedule 13G, dated February 15, 2005,
Tocqueville Asset Management LLP has sole voting power over
1,419,710 shares of the Company's common stock and sole dispositive
power over 1,556,150 shares of the Company's common stock.
(5) As reported in its Schedule 13G, dated February 9, 2005, Dimensional
Fund Advisors, Inc. has sole voting and dispositive power over
1,957,883 shares of Company common stock with no shared voting power
or shared dispositive power.
(6) As reported in its Schedule 13G, dated January 24, 2005, Royce and
Associates, LLC has sole voting and dispositive power over 2,606,600
shares of the Company's common stock with no shared voting power or
shared dispositive power.
(7) As reported in its Schedule 13G, dated February 14, 2005, FMR Corp.
has sole dispositive power over 3,048,242 shares of the Company's
common stock with no shared dispositive power.
(8) As reported in its Schedule 13D, dated July 22, 2005, a group
comprised of Crescendo Partners II, L.P., Series R, Crescendo
Investments II, LLC, Eric Rosenfeld, F. Annette Scott Florida Trust,
Richard L. Scott Florida Trust, Scott Family Florida Partnership
Trust, Richard L. Scott, Stephen T. Braun and the Computer Horizons
Full Value Committee stated that as of July 22, 2005 the group has
beneficial ownership of 10.3% of the Company's common stock with
each of Crescendo Partners II, L.P., Series R and Crescendo
Investments II, LLC and Eric Rosenfeld having sole voting and
dispositive power over 2,401,600 shares of the Company's common
stock; each of F. Annette Scott Florida Trust and Richard L. Scott
having sole voting and dispositive power over 333,996 shares of
Company common stock; Richard L. Scott Florida Trust having sole
voting and dispositive power over 305,481 shares of the Company's
common stock; Scott Family Florida Partnership Trust having sole
voting and dispositive power over 185,523 shares of the Company's
common stock; Stephen T. Braun having sole voting and dispositive
power over 491,004 shares of the Company's common stock and the
Computer Horizons Full Value Committee having sole voting and
dispositive power over 3,226,600 shares of the Company's common
stock. The Schedule 13D reported that 363,100 shares of the
Company's common stock were purchased after July 15, 2005, the
record date of the special meeting.
-27-
IMPORTANT
Tell your Board what you think! Your vote is important. No matter
how many Shares you own, please give the Committee your proxy FOR the proposal
to remove all the existing directors serving on the Computer Horizons Board, FOR
the proposal to fix the number of directors serving on the Computer Horizons
Board at five, and FOR the proposal to elect the Nominees by taking three steps:
o SIGNING the enclosed BLUE proxy card,
o DATING the enclosed BLUE proxy card, and
o MAILING the enclosed BLUE proxy card TODAY in the envelope
provided (no postage is required if mailed in the United
States).
If any of your Shares are held in the name of a brokerage firm,
bank, bank nominee or other institution, only it can vote such Shares and only
upon receipt of your specific instructions. Accordingly, please contact the
person responsible for your account and instruct that person to execute the BLUE
proxy card representing your Shares. The Committee urges you to confirm in
writing your instructions to the Committee in care of MacKenzie Partners, Inc.
at the address provided below so that the Committee will be aware of all
instructions given and can attempt to ensure that such instructions are
followed.
If you have any questions or require any additional information
concerning this Proxy Statement, please contact MacKenzie Partners, Inc. at the
address set forth below.
MACKENZIE
PARTNERS, INC.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
proxy@mackenziepartners.com
or
CALL TOLL FREE (800) 322-2885
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED AUGUST 19, 2005
COMPUTER HORIZONS CORP.
SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
THE COMPUTER HORIZONS FULL VALUE COMMITTEE
THE BOARD OF DIRECTORS OF COMPUTER HORIZONS CORP.
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned appoints Eric Rosenfeld and Mark Harnett, and each of them,
attorneys and agents with full power of substitution to vote all shares of
common stock of Computer Horizons Corp. (the "Company") which the undersigned
would be entitled to vote if personally present at the Special Meeting of
Shareholders of the Company, and including at any adjournments or postponements
thereof and at any meeting called in lieu thereof (the "Special Meeting").
The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to the shares of common stock of the Company held by
the undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as directed on the
reverse and in their discretion with respect to any other matters as may
properly come before the Special Meeting that are unknown to The Computer
Horizons Full Value Committee (the "Committee") a reasonable time before this
solicitation.
IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
This Proxy will be valid until the sooner of one year from the date indicated on
the reverse side and the completion of the Special Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[X] PLEASE MARK VOTE AS IN THIS EXAMPLE
1. The Committee's proposal to remove all the existing directors
serving on the Company's Board of Directors without cause.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. The Committee's proposal to fix the number of members of the
Company's Board of Directors at five.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. The Committee's proposal to elect its slate of director nominees to
the Company's Board of Directors.
FOR ALL
WITHHOLD EXCEPT
AUTHORITY TO NOMINEE(S)
FOR ALL VOTE FOR ALL WRITTEN
NOMINEES NOMINEES BELOW
Nominees: Eric Rosenfeld [ ] [ ] [ ]
Karl L. Meyer
Robert F. Walters ________________
Frank J. Tanki
Willem van Rijn
DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
