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:
/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/X/ 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:
-2-
The Computer Horizons Full Value Committee (the "Committee"), together
with the other participants named herein, is filing materials contained in this
Schedule 14A with the Securities and Exchange Commission ("SEC") in connection
with the solicitation of proxies to remove and replace the existing Board of
Directors of Computer Horizons Corp. (the "Company") at a special meeting of
shareholders scheduled to be held on October 11, 2005.
Item 1: On September 12, 2005, the Committee issued the following
press release.
PRESS RELEASE
THE COMPUTER HORIZONS FULL VALUE COMMITTEE ANNOUNCES
RESCHEDULING OF SPECIAL MEETING OF COMPUTER HORIZONS
SHAREHOLDERS TO OCTOBER 11, 2005
POSTPONEMENT ALLOWS SEC TO COMPLETE REVIEW OF PROXY MATERIALS AND ENABLES
SHAREHOLDERS TO MAKE INFORMED DECISION
New York, NY, September 12, 2005 - The Computer Horizons Full Value Committee
(the "Committee") today announced that the special meeting of Computer Horizons
Corp. (CHC) (NASDAQ:CHRZ) shareholders originally scheduled for September 22,
2005 has been rescheduled to October 11, 2005. The meeting has been postponed to
provide CHC shareholders enough time to review proxy materials from the Company
and from the Committee after the SEC has completed its review of those
materials. Without SEC cleared proxy materials and with the original meeting
date less than two weeks away, the Company and the Committee agreed to the
October 11, 2005 rescheduled date.
The record date for the meeting remains September 12, 2005.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The Computer Horizons Full Value Committee (the "Committee"), together with the
other Participants (as defined below), has made a preliminary filing with the
SEC of a proxy statement and accompanying proxy card to be used to solicit votes
to remove and replace the Company's existing Board of Directors at a special
meeting of shareholders scheduled to be held on October 11, 2005 (the "Special
Meeting").
THE COMMITTEE ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS RELATING TO THE SPECIAL MEETING AS THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY
MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL
PROVIDE COPIES OF THE PROXY MATERIALS, WITHOUT CHARGE, UPON REQUEST. REQUESTS
FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE
PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800) 322-2885 OR BY E-MAIL AT:
PROXY@MACKENZIEPARTNERS.COM.
THE PARTICIPANTS IN THE PROXY SOLICITATION ARE 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 AND THE
COMPUTER HORIZONS FULL VALUE COMMITTEE (THE "PARTICIPANTS"). INFORMATION
REGARDING THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE
IN THEIR SCHEDULE 13D JOINTLY FILED WITH THE SEC ON JULY 22, 2005, AS
SUBSEQUENTLY AMENDED ON JULY 27, 2005, AUGUST 19, 2005 AND SEPTEMBER 2, 2005.
CONTACTS: MacKenzie Partners, Inc.
Bob Sandhu: 212-378-7061
Mark Harnett: 212-929-5877
