As filed with the Securities and Exchange Commission on April 23, 2007
Registration No. 033-64763
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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
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COMPUTER HORIZONS CORP.
(Exact Name of Registrant as Specified in Its Charter)
New York 13-2638902
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
49 OLD BLOOMFIELD AVENUE
MOUNTAIN LAKES, NEW JERSEY 07046-1495
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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COMPUTER HORIZONS CORP.
EMPLOYEE'S SAVINGS PLAN
(Full Title of the Plan)
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DENNIS J. CONROY
CHIEF EXECUTIVE OFFICER
COMPUTER HORIZONS CORP.
49 OLD BLOOMFIELD AVENUE
MOUNTAIN LAKES, NEW JERSEY 07046-1495
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE: (973) 299-4000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
PARK AVENUE TOWER
65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 451-2300
FACSIMILE: (212) 451-2222
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DEREGISTRATION
Computer Horizons Corp., a New York corporation (the "Company") is
filing this Post-Effective Amendment No. 1 (the "Post Effective Amendment") to
the Registration Statement on Form S-8, filed with the Securities and Exchange
Commission on December 5, 1995, File No. 033-64763 (the "Registration
Statement"), in order to deregister certain of the 250,000 shares of the
Company's common stock, $.10 par value (the "Common Stock") and interests in the
Computer Horizons Corp. Employee's Savings Plan (the "Plan") that were
originally registered pursuant to the Registration Statement.
On February 14, 2007 the shareholders of the Company approved the sale of
substantially all of the assets of the Company pursuant to the asset purchase
agreements referred to below and approved a plan of complete liquidation and
dissolution of the Company.
On February 16, 2007, substantially all of the assets of the Company were
sold pursuant to that certain Asset Purchase Agreement, dated as of October 18,
2006, by and among Axium International, Inc., a Delaware corporation, Diversity
MSP, Inc., a California corporation, Chimes, Inc., a Delaware corporation and
the Company, and that certain Asset Purchase Agreement, dated as of November 7,
2006, by and among TEKsystems, Inc., a Maryland corporation, TEKsystems EF&I
Solutions, LLC, a Maryland limited liability company, Allegis Group Canada
Corporation, a Nova Scotia unlimited liability corporation, the Company, GBS
Holdings Private Limited, a corporation organized under the laws of Mauritius,
CHC Healthcare Solutions, LLC, a Delaware limited liability company and Allegis
Group, Inc., a Maryland corporation.
In connection with the sale of assets and pending the complete liquidation
and dissolution of the Company pursuant to the plan of complete liquidation and
dissolution, the Company is terminating the Plan.
Accordingly, in accordance with Rule 478 under the Securities Act of 1933,
as amended (the "Act"), and the undertaking contained in the Registration
Statement pursuant to Item 512(a)(3) of Regulation S-K promulgated under the
Act, the Company is filing this Post Effective Amendment to Form S-8 to remove
from registration all Plan interests and all shares of Common Stock that were
included in the Registration Statement but were not previously sold in
accordance with the terms of the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Computer
Horizons Corp. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 POS and has duly caused this Post
Effective Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mountain Lakes, State of New Jersey, on the 23rd
day of April, 2007.
COMPUTER HORIZONS CORP.
By: /s/ Dennis J. Conroy
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Name: Dennis J. Conroy
Title: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, Computer
Horizons Corp., as the Plan Administrator of the Computer Horizons Corp.
Employee's Savings Plan, has duly caused this Post Effective Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Mountain Lakes, State of New Jersey, on the 23rd day of April, 2007.
COMPUTER HORIZONS CORP.
EMPLOYEE'S SAVINGS PLAN
By: Computer Horizons Corp.
By: /s/ Barbara Moss
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Name: Barbara Moss
Title: Chief Financial Officer
