As filed with the Securities and Exchange Commission on March 28, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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49 OLD BLOOMFIELD AVENUE
NEW YORK MOUNTAIN LAKES, NEW JERSEY 13-2638902
(STATE OR OTHER JURISDICTION OF 07046-1495 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) IDENTIFICATION NUMBER)
COMPUTER HORIZONS CORP. EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
MR. WILLIAM J. MURPHY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COMPUTER HORIZONS CORP.
49 OLD BLOOMFIELD AVENUE
MOUNTAIN LAKES, NEW JERSEY 07046-1495
(973) 299-4000
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
R. MAX CRANE, ESQ.
SILLS CUMMIS RADIN TISCHMAN EPSTEIN & GROSS, P.A.
ONE RIVERFRONT PLAZA
NEWARK, NEW JERSEY 07052-5400
(973) 643-7000
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED
MAXIMUM OFFERING MAXIMUM AMOUNT OF
AMOUNT TO BE PRICE PER AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE OFFERING PRICE FEE
------------------------------------ ---------- ----- -------------- ---
Employee Stock Purchase Plan Common Stock, $0.10
par value 3,500,000 $2.98(1) $10,430,000 $843.79
(1) The exercise price of $2.98 per share is estimated in accordance with Rule
457(h) under the Securities Act of 1933, as amended ("Securities Act"),
solely for the purpose of computing the amount of the registration fee and
is equal to the average of the high and low sales price of a share of
Computer Horizons Corp. Common Stock as reported by the Nasdaq National
Market on March 25, 2003.
With respect to the Shares hereby registered under the Computer Horizons
Corp. Employee Stock Purchase Plan, the Registrant's Registration Statement on
Form S-8 as filed with the Commission on March 17, 1999 (File No. 333-74579)
referred to as the "Prior Form S-8", is incorporated herein by reference. Unless
otherwise specified, capitalized terms herein shall have the meanings ascribed
to them in the Prior Form S-8.
The Company is registering 3,500,000 shares of its Common Stock under this
Registration Statement. Under the Prior Form S-8, the Company previously
registered 500,000 shares of its Common Stock for issuance under the Computer
Horizons Corp. Employee Stock Purchase Plan.
* * * * * *
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Grant Thornton LLP Independent Auditors.
24.1 Power of Attorney (see page II-2 attached hereto).
99.1* Computer Horizons Corp. Employee Stock Purchase Plan.
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (File No. 333-74579), as filed with the Securities and Exchange
Commission on March 17, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mountain Lakes, State of New Jersey, on this
28th day of March, 2003.
COMPUTER HORIZONS CORP.
By: /s/ WILLIAM J. MURPHY
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William J. Murphy
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William J. Murphy and Michael J. Shea and
each one of them, acting individually and without the other, as his
attorney-in-fact, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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<c>
/s/ William J. Murphy President and Chief Executive Officer March 28, 2003
---------------------------------- (Principal Executive Officer) and Director
William J. Murphy
/s/ Michael J. Shea Chief Financial Officer (Principal Financial March 28, 2003
---------------------------------- Officer)
Michael J. Shea
/s/ Kristin Evins Controller (Principal Accounting Officer) March 28, 2003
----------------------------------
Kristin Evins
/s/ Thomas J. Berry Chairman of the Board March 28, 2003
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Thomas J. Berry
/s/ William M. Duncan Director March 28, 2003
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William M. Duncan
/s/ Rocco J. Marano Director March 28, 2003
----------------------------------
Rocco J. Marano
/s/ William J. Marino Director March 28, 2003
----------------------------------
William J. Marino
/s/ Earl Mason Director March 28, 2003
----------------------------------
Earl Mason