September 6, 2005
Room 4561
Michael C. Caulfield
General Counsel
Computer Horizons Corp.
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046-1495
Re: Computer Horizons Corp.
Preliminary Schedule 14A filed on August 24, 2005
File No. 0-07282
Dear Mr. Caulfield:
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. In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone number listed
at
the end of this letter.
General
1. We note that you filed this preliminary proxy statement under
the
header tag PRE14A. Be advised that all preliminary proxy
statements
filed in connection with contested solicitations should be filed
under the header tag PREC14A. Please re-file this preliminary
proxy
statement under its proper header tag.
2. We note that preliminary results indicate that your
shareholders
did not approve the proposed share issuances and related matters
associated with the Analysts International merger. In the event
that
the merger was not approved, please revise your disclosure
accordingly. In this regard, your proxy should no longer reflect
circumstances both in the event that the proposed merger shall
have
been approved and in the event that the proposed merger shall not
have been approved. Also, describe management`s current views of
the
status of the proposed merger with Analysts International.
Alternatively, if the merger was approved, please revise your
proxy
statement accordingly.
We note that the record date for the meeting to be held on
September
22, 2005 is currently set for September 12, 2005. Please provide
us
with a legal analysis with citations to your charter documents and
New York State Corporate Law of the legal adequacy of the time
permitted between the record date and the meeting date. 3.
4. We note statements made in your letter to shareholders filed on
Form 425 on August 12, 2005, and in other filings indirectly
linking
Messrs. Scott and Braun to conduct at Columbia/HCA. Please
provide a
factual foundation for your statements that Mr. Scott was "was
forced" out as CEO of Columbia/HCA and the foundation for your
indirect link between the civil and criminal conduct of
Columbia/HCA
and Mr. Scott. Further, provide support for your statement that
Mr.
Braun "resigned in the wake of the scandal." See Note (b) to Rule
14a-9. Please supplementally provide us with additional
documentation concerning the nature of the criminal and civil
charges
against Columbia/HCA and provide a legal analysis for why the
statements discussed above are consistent with Note (b) to Rule
14a-
9.
We note disclosure in this proxy statement and in your Form 425s
that
the Crescendo` Group is motivated by short-term gains at the
expense
of the long-term interests of the rest of our shareholders.
Please
provide support for this statement.5.
6. Support for each statement or assertion of opinion or belief
must
be self-evident, disclosed in the proxy materials, or provided to
the
staff on a supplemental basis. For example, we note that you
disclose throughout your proxy statement that "the dissident
shareholder group`s proposals are not in the best interest of all
of
CHC`s shareholders but, instead, were made in furtherance of the
dissident`s shareholder group`s own interest to take control of
your
company without giving you, the CHC shareholders, any immediate
value
in return." Explain the basis for your belief that the Full Value
Committee`s proposal was made for its "own interest." You further
disclose that "the dissident shareholders group`s proxy material
and
public statements show a lack of understanding of [y]our business
and
industry, as well as a lack of vision about the future of CHC and
the
company`s greater potential." Revise to support your statement by
explaining the basis for the belief the Full Value Committee shows
a
lack of understanding of your business and a lack of vision.
State
why the Full Value Committee, in your view, does not consider the
company`s greater potential.
Because the Full Value Committee cross-conditions its proposals
upon
one another, 7. please revise to discuss the effect on the outcome
of
the solicitation if one of The Full Value Committee`s three
proposals
is approved but one or both of the remaining proposals is not
approved. For example, describe what occurs if the proposal to
remove the current directors is approved but the proposal to elect
their Full Value Committee`s directors is not approved.
Letter to Shareholders
8. We note your statement that no other business may be transacted
at
the special meeting. Please provide support for this statement.
Cautionary Statement Regarding Forward-Looking Statements, page 1
We note that you refer to the application of the Private
Securities
Litigation Reform Act of 1995. In view of the fact that the
Reform
Act excludes issuers that issue penny stock, please advise of the
basis for your belief that the Reform Act is available to Computer
Horizons. 9.
```````Proxy Statement Cover Page, page 2
10. Provide us with a copy of each written request or other
communication made of Computer Horizons by or on behalf of the
Full
Value Committee or any of its constituents, beginning with the
July
22, 2005 request for a shareholders` list. Also, provide us with
a
copy of any written response that was sent by you or any agent
thereof. Further, we note disclosure on page 3 that the second
request on August 2, 2005 "was proper based upon what was known at
the time." Please revise to disclose the reasons, based on what
you
know now, that the request was improper or revise accordingly.
11. Please also revise to discuss the legal action instituted
against
Computer Horizons in the Supreme Court of the State of New York.
Describe the relief sought by the Full Value Committee and the
legal
basis upon which the relief is sought. Describe material rulings
and
determinations to date, especially any relevant ruling from the
hearing on August 30, 2005. Provide a copy of the complaint to
us
with the response letter, as well as any answer or pleadings that
the
parties have filed or written findings or decisions of the court.
12. On page 3 you state "the foregoing description of the proposed
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 of CHC and Analysts as well as to
other information concerning the merger contained therein." We
note
that some shareholders may have not been holders of record when
the
proxy statement concerning the merger was sent. Please be advised
that all material information about the merger necessary to an
informed voting decision on the matters proposed must be included
in
this proxy statement permit an informed voting decision on the
matters presented at the meeting, based solely upon the contents
of
the proxy statement. Please revise accordingly.
Questions and Answers About the Special Meeting
Why is the Dissident Group proposing the removal of the existing
CHC
board of directors and its other proposals? page 4
13. In this question you assert that the Full Value Committee is
"solely looking to take control of CHC without providing CHC
shareholders with any immediate value in return." Provide support
for your conclusion in this respect. Alternatively, please
eliminate
the word "solely" and express the statement as one of belief.
May I Change My Vote? page 6
14. Please revise to disclose any additional procedures that a
person
voting in person would need to undertake in order to revoke a
previously executed proxy.
Who Will Count the Votes? page 6
15. Please revise concerning any prior relationship with IVS
Associates, Inc and the material terms of the agreement with IVS.
How will Proxies for the Special Meeting Be Solicited?/ Who Will
Bear
the Cost of Soliciting Proxies? page 7
16. In your next amendment quantify the estimates of the costs of
the
solicitation and number of solicitors Computer Horizons estimates
employing. See Item 4(b)(3) of Schedule 14A. In particular,
please
note that in addition to the estimate of the total anticipated
costs,
you should provide the total expenditures to the mailing date for
the
solicitation. Please also describe the material features of any
contract or arrangement with Morrow & Co and provide us with a
copy
of any contract or arrangement.
Corporate Governance, page 13
17. Please revise the information in the second paragraph under
the
subheading "Committees of the Board" so that you disclose the
committee membership information as of the mailing date.
Change of Control Provisions, page 20
18. We note that certain change of control provisions may be
effectuated pursuant to agreements disclosed in this section. For
each agreement discussed please also describe material conditions
that must be satisfied in order for the benefits to fully accrue
to
the beneficiaries and disclose when the payment of the benefits to
occur. To the extent there are variances in this respect with
respect to any of the executive officers named in the summary
compensation table, provide this information on an individualized
basis. In responding to this comment, please summarize for
example
Section 7 of Mr. Shea`s Amendment to Employment Agreement dated
April
3, 2003. Please also disclose that for many of the agreements
such
as the SERPs agreements the Company would eventually pay the costs
associated with these agreements and that the timing of the
payments
is accelerated. Further, please disaggregate your discussion of
costs of the change of control payments to describe separately the
payment to each participant and aggregate only the payments to
non-
participants.
Executive Compensation, page 21
19. We note your Summary Compensation Table lists Options/SARs
awards
for Messrs. Shea and Murphy, however, those awards are not listed
in
option grants table. Please advise.
Compensation Committee Report, page 25
20. Please refer to instruction 8 to Item 402(a)(3) of Regulation
S-
K, which indicates that information responsive to paragraphs (i),
(k)
and (l) of Item 402 need only be provided in proxy statements
relating to annual meetings at which directors are to be elected
or
at special meetings in lieu of annual meetings. In preparing
proxy
materials that contain disclosure specified by paragraphs (i), (k)
and (l), please note the following:
* Expand to describe the factors considered by the board and the
reasons for its determination to increase the salaries of each of
Messrs. Murphy and Shea during the most recently completed year.
What relationship did the changes have to corporate performance?
Expand to clarify the nature of the competitive data considered
and
explain the process the committee followed in assessing the
competitive data and evaluating the individual`s performance.
What
companies does the competitive data concern, what parameters of
performance does it relate to, and what is the relationship of the
companies you reference to the constituents of the self-
constructed
comparative group that is included in the performance graph?
* Similarly, expand the committee report to explain the
qualitative
nature of the parameters assessed in evaluating the bonuses the
executive officers might have earned in 2004. In qualitative
terms
disclose the goals that were not achieved during the year.
* Please clarify the relationship of the stock option awards
during
the most recent year to the committee`s evaluation of the elements
of
a "competitive total compensation package". How did the committee
assess the competitiveness of the compensation packages and what
was
the role of the option grants in this respect. In making this
evaluation of "competitiveness" did the committee look at the
compensation of the self-constructed peer group constituents,
other
companies or other sources of information about executive
compensation.
21. The penultimate paragraph of the committee report does not
provide meaningful information concerning the relationship of each
element of the chief executive officer`s compensation to the
corporate performance of the company during the most recently
completed year. Please refer to paragraph (k)(2) of Item 402 of
Regulation S-K as well as the applicable portion of SEC Release
33-
7009.
Information Concerning Persons Who May be Deemed Participants in
the
Company`s Solicitation for Proxies, page 29
22. Please revise to definitively indicate here that the listed
individuals are deemed participants, as it appears inappropriate
to
indicate that such persons "may be deemed" participants in this
solicitation. In this regard, see Instruction 3 to Item 4 of
Schedule 14A.
``````````* * * * *
We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require
for
an informed decision. Since the participants are in possession of
all facts relating to their disclosure, they are responsible for
the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from each participant acknowledging that:
* the participant is responsible for the adequacy and accuracy of
the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the participant may not assert staff comments as a defense in
any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.
As appropriate, please amend your preliminary Schedule 14A
in
response to these comments. You may wish to provide us with
marked
copies of the amendment, if required, to expedite our review.
Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.
Please file your cover letter on EDGAR. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.
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, me, at (202) 551-3266, Mark
Shuman, Branch Chief-Legal at, (202) 551-3462 or in his absence
Barbara C. Jacobs, Assistant Director at, (202) 551-3730.
Nicholas P. Panos
Special Counsel
Office of Mergers &
Acquisitions
cc: Via Facsimile
Michelle Vaillant, Esq.
Sills Cummis Epstein & Gross P.C.
One Riverfront Plaza
Newark, New Jersey 07102
Phone: (973) 643-7000
Fax: (973) 643-4755
??
??
??
??
Michael C. Caulfield
Computer Horizons Corp.
September 6, 2005
Page 1
Eric Rosenfeld
Crescendo Investments
August 29, 2005
Page 5