September 8, 2005
Room 4561
Eric Rosenfeld
Managing Member
Crescendo Investments
10 East 53rd Street
35th Floor
New York, NY 10022
Re: Computer Horizons Corp.
Preliminary Schedule 14A as amended on September 2, 2005
Filed by The Computer Horizons Full Value Committee
File No. 0-07282
Dear Mr. Rosenfeld:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why one or more of our comments are inapplicable
or
a revision is unnecessary. Please be as detailed as necessary in
your explanation. After reviewing this information, we may or may
not
raise additional comments.
General
We note the representation from counsel on September 6, 2005 that
you
are in process of revising your Proxy Statement pursuant to the
outcome of the special meeting held on September 2, 2005. We
understand that preliminary results indicate that Computer
Horizons
security holders did not approve the proposed share issuances and
related matters associated with the Analysts International merger.
Please confirm the next amended proxy statement filing will
reflect,
if true, that the proposed merger was not approved.
Alternatively,
if the merger was approved, please revise your proxy statement
accordingly. Please also revise to update to discuss the status
of
the recent litigation with Computer Horizons or any other updates
necessary for investors. 1.
2. We note your response to comment 3 of our letter dated August
29,
2005. Please provide support for your supplemental statement that
ADP will be able to determine whether security holders who voted
on
the "Mailing Record Date" held their shares on the "Record Date."
Please also revise your Proxy Statement to discuss the reliance on
ADP, any arrangements with ADP and the technical reconciliation
process. Further, please advise as to any arrangement or
understanding with Computer Horizons that will enable you to
obtain a
list of the holders of record on the "Mailing Record Date" and on
the
"Record Date."
3. `The proxy card indicates the proxy will be used with respect
to
any other matters that may properly come before the Special
Meeting
that are unknown to the Full Value Committee a reasonable time
before
the solicitation. Disclosure in Computer Horizon`s proxy
statement
filed on August 24, 2005, however, indicates that no other
business
may be transacted at the September 22, 2005 Special Meeting.
Please
advise us of the basis, with specific reference to Computer
Horizon`s
certificate of incorporation, bylaws and New York state statute,
and
any reported judicial decisions, for this belief that other
matters
may come before the Special Meeting or revise accordingly.
````````
````Proposal No.1
Removal of Existing Directors Serving on Computer Horizons Board
Reasons for Removing Existing Directors
Dismal Share Price Performance, page 11
4. We refer you to comment 14 of our letter dated August 29, 2005.
We note disclosure that applicable law requires the inclusion of a
performance graph and your basis for inclusion of the specific
share
price dates stems from that requirement. Please advise us why
selecting price information only for the aggregate five year
period
as opposed to providing year-by-year price ranges is
representative
and does not inappropriately skew the data.
Ill-Advised Proposed Merger with Analysts, page 9
5. To the extent that the disclosure in this section remains in
the
next amendment to the Committee`s proxy statement, please revise
to
disclose the basis for the statement that potentially more
favorable
opportunities exist for Computer Horizons than the proposed
merger.
Alternatively, please delete the reference. Similarly, the nature
of
the Committee`s future value enhancing plans for Computer Horizons
should be disclosed or the reference under the section titled
"Nominees" should be deleted.
Lack of Management and Director Ownership of Shares, page 11
6. We refer you to prior comment 12 of our letter dated August 29,
2005. Please revise to disclose the aggregate holdings of Mr.
Rosenfeld.
Proposal No. 3, page 13
7. Revise to state the term over which the nominees will serve if
elected and indicate whether or not such service will be performed
in
a particular director class.
Change of Control Provisions, page 17
8. Advise us, with a view toward revised disclosure, the basis for
the Committee`s apparent belief that the change of control
payments
would not become automatically due and payable, without
discretion,
upon the removal of the incumbent board. In addition, provide
support for the Committee`s belief, if true, that such payments
may
only become due upon termination of the employee pursuant to the
terms of the governing employment agreement.
9. The Committee indicates it intends to review the terms of the
employment agreements if the nominees are elected. Explain to us,
with a view toward revised disclosure, whether or not the
Committee
has already reviewed such documents and reached a conclusion.
10. The closing paragraph indicates, "The [] disclosure has been
extracted from the Management Proxy Statement." In view of the
amendment to management`s proxy statement filed on September 8,
2005,
advise us, with a view toward revised disclosure, whether or not
this
statement remains accurate.
`````
* * * * *
If you have any questions, please call Adam Halper at (202)
551-3482. If you require additional assistance you may contact
Jeffrey Werbitt at (202) 551-3456, or me at (202) 551-3266.
Sincerely,
Nicholas P. Panos
Special Counsel
Office of Mergers & Acquisitions
cc: Ron S. Berenblat, Esq
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY 10022
Telephone: (212) 451-2300
Facsimile: (212) 451-2222
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Eric Rosenfeld
Crescendo Investments
September 8, 2005
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