As filed with the Securities and Exchange Commission on May 18, 1995
Registration No. 33-41726
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPUTER HORIZONS CORP.
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(Exact name of registrant as specified in its charter)
New York 13-2638902
- --------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046
- ---------------------------------------- ------------------
(Address of Principal Executive Offices) (Zip Code)
COMPUTER HORIZONS CORP.
1991 DIRECTORS' STOCK OPTION PLAN
---------------------------------
(Full title of the plan)
Mr. John J. Cassese
Computer Horizons Corp.
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046
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(Name and address of agent for service)
(201) 402-7400
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(Telephone number, including area code, of agent for service)
Copies to:
Robert A. Cantone, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
<PAGE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per share (2) aggregate offering price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.10 206,250 $12.29 $2,534,813 $874.07
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(1) Represents the additional 206,250 shares of Common Stock that may be
acquired under the 1991 Directors' Stock Option Plan, as amended, as
adjusted to reflect the three-for-two Common Stock split effected as a
dividend to be paid on May 30, 1995 to holders of record on May 9, 1995. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of shares of Common Stock to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Securities Act Rule 457(c) using the average of
the high and low prices of the Common Stock reported on the National Market
System of the National Association of Securities Dealers, Inc. Automated
Quotation System on May 17, 1995, as adjusted to reflect the three-for-two
Common Stock split effected as a dividend to be paid on May 30, 1995 to
holders of record on May 9, 1995.
<PAGE>
EXPLANATORY NOTE:
In accordance with Section E of the General Instructions to Form S-8,
this Post-Effective Amendment No. 1 to the Company's Registration Statement on
Form S-8 covers an additional 206,250 shares of Common Stock, par value $.10 per
share ("Common Stock"), that may be acquired under the Company's 1991 Directors'
Stock Option Plan, as amended (the "Plan"), as adjusted to reflect the
three-for-two Common Stock split effected as a dividend to be paid on May 30,
1995 to holders of record on May 9, 1995. The Company's Registration Statement
on Form S-8 (Registration No. 33-41726) dated July 16, 1992, pursuant to which
the Company registered the initial number of shares of Common Stock that may be
acquired under the Plan, is hereby incorporated by reference to this
Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated to this Registration
Statement:
1. Registrant's Annual Report on Form 10-K for the year ended December
31, 1994;
2 Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1995;
3. The description of the Company's Common Stock, par value $.10 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A, as amended, dated July 5, 1973; and
4. The description of the Company's Common Share Purchase Rights,
contained in the Company's Registration Statement on Form 8-A dated October 27,
1989, as amended by Amendment No.1 on Form 8 dated February 13, 1990.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all shares of Common Stock offered hereby have been sold or which deregisters
all shares of Common Stock offered hereby then remaining unsold, are deemed to
be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
<PAGE>
ITEM 8. EXHIBITS.
The following instruments and documents are included as exhibits to
this Registration Statement.
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<CAPTION>
Exhibit
Number Description Incorporated by Reference to:
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<S> <C> <C>
3.1 Certificate of Incorporation of the Company as Exhibit 3(a) to the Company's Registration
amended through 1971. Statement on Form S-1, File No. 2-42259.
3.2 Certificate of Amendment dated May 16, 1983 Exhibit 3(a-2) to the Company's Annual
to Certificate of Incorporation of the Report on Form 10-K for the year ended
Company. February 28, 1983.
3.3 Certificate of Amendment dated June 15, 1988 Exhibit 3(a-3) to the Company's Annual
to Certificate of Incorporation of the Report on Form 10-K for the year ended
Company. December 31, 1988.
3.4 Certificate of Amendment dated July 6, 1989 Exhibit 3(a-4) to the Company's Annual
to Certificate of Incorporation of the Report Form 10-K for the year ended
Company. December 31, 1994.
3.5 Certificate of Amendment dated February 14, Exhibit 3(a-4) to the Company's Annual
1990 to Certificate of Incorporation of the Report on Form 10-K for the year ended
Company. December 31, 1989.
3.6 Certificate of Amendment dated May 1, 1991 Exhibit 3(a-6) to the Company's Annual
to the Certificate of Incorporation of the Report on Form 10-K for the year ended
Company. December 31, 1994.
3.7 Certificate of Amendment dated July 12, 1994 Exhibit 3(a-7) to the Company's Annual
to the Certificate of Incorporation of the Report on Form 10-K for the year ended
Company. December 31, 1994.
3.8 Bylaws of the Company, as amended. Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1988.
4.1 Rights Agreement dated as of July 6, 1989 Exhibit 1 to the Company's Registration
between the Company and Chemical Bank, as Statement on Form 8-A dated July 7,
Rights Agent ("Rights Agreement") which 1989.
includes the form of Rights Certificate as
Exhibit B.
4.2 Amendment No. 1 dated as of February 13, Exhibit 1 to the Company's Amendment
1990 to Rights Agreement. No. 1 on Form 8 dated February 13, 1990
to the Company's Registration Statement
on Form 8-A.
4.3 Amendment No. 2 dated as of August 10, Exhibit 4(c) to the Company's Annual
1994 to Rights Agreement. Report on Form 10-K for the year ended
December 31, 1994.
5 Opinion of Proskauer Rose Goetz &
Mendelsohn LLP.
23.1 Consent of Proskauer Rose Goetz &
Mendelsohn LLP. (included in their opinion
filed as Exhibit 5).
23.2 Consent of Grant Thornton LLP.
24 Power of Attorney (included on the Signature
Pages to this Registration Statement).
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 May 17, 1995.
COMPUTER HORIZONS CORP.
By: /s/ JOHN J. CASSESE
------------------------------------
John J. Cassese
Chairman of the Board and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John J. Cassese and Bernhard
Hubert, and either of them, his attorney-in-fact, with full power of
substitution, for him in all capacities, to execute any amendments (including
post-effective amendments) to this Registration Statement 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
said attorneys-in-fact, or either of them, or their substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 17, 1995.
/s/ JOHN J. CASSESE
- -------------------------- Chairman of the Board and President
John J. Cassese (Principal Executive Officer)
/s/ BERNHARD HUBERT
- --------------------------
Bernhad Hubert Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ MICHAEL SHEA
- --------------------------
Michael Shea Chief Accounting Officer and Controller
(Principal Accounting Officer)
/s/ THOMAS J. BERRY
- --------------------------
Thomas J. Berry Director
/s/ WILFRED R. PLUGGE
- --------------------------
Wilfred R. Plugge Director
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description Incorporated by Reference to:
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<S> <C> <C>
3.1 Certificate of Incorporation of the Company as Exhibit 3(a) to the Company's Registration
amended through 1971. Statement on Form S-1, File No. 2-42259.
3.2 Certificate of Amendment dated May 16, 1983 Exhibit 3(a-2) to the Company's Annual
to Certificate of Incorporation of the Report on Form 10-K for the year ended
Company. February 28, 1983.
3.3 Certificate of Amendment dated June 15, 1988 Exhibit 3(a-3) to the Company's Annual
to Certificate of Incorporation of the Report on Form 10-K for the year ended
Company. December 31, 1988.
3.4 Certificate of Amendment dated July 6, 1989 Exhibit 3(a-4) to the Company's Annual
to Certificate of Incorporation of the Report Form 10-K for the year ended
Company. December 31, 1994.
3.5 Certificate of Amendment dated February 14, Exhibit 3(a-4) to the Company's Annual
1990 to Certificate of Incorporation of the Report on Form 10-K for the year ended
Company. December 31, 1989.
3.6 Certificate of Amendment dated May 1, 1991 Exhibit 3(a-6) to the Company's Annual
to the Certificate of Incorporation of the Report on Form 10-K for the year ended
Company. December 31, 1994.
3.7 Certificate of Amendment dated July 12, 1994 Exhibit 3(a-7) to the Company's Annual
to the Certificate of Incorporation of the Report on Form 10-K for the year ended
Company. December 31, 1994.
3.8 Bylaws of the Company, as amended. Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1988.
4.1 Rights Agreement dated as of July 6, 1989 Exhibit 1 to the Company's Registration
between the Company and Chemical Bank, as Statement on Form 8-A dated July 7,
Rights Agent ("Rights Agreement") which 1989.
includes the form of Rights Certificate as
Exhibit B.
4.2 Amendment No. 1 dated as of February 13, Exhibit 1 to the Company's Amendment
1990 to Rights Agreement. No. 1 on Form 8 dated February 13, 1990
to the Company's Registration Statement
on Form 8-A.
4.3 Amendment No. 2 dated as of August 10, Exhibit 4(c) to the Company's Annual
1994 to Rights Agreement. Report on Form 10-K for the year ended
December 31, 1994.
5 Opinion of Proskauer Rose Goetz &
Mendelsohn LLP.
<PAGE>
<CAPTION>
Exhibit
Number Description Incorporated by Reference to:
- ------------- -------------------------------------------------------- ---------------------------------------------------
<S> <C> <C>
23.1 Consent of Proskauer Rose Goetz &
Mendelsohn LLP. (included in their opinion
filed as Exhibit 5).
23.2 Consent of Grant Thornton LLP.
24 Power of Attorney (included on the Signature
Pages to this Registration Statement).
</TABLE>
<PAGE>
PROSKAUER ROSE GOETZ & MENDELSOHN LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036
May 18, 1995
Computer Horizons Corp.
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046
Re: Computer Horizons Corp. (the "Company")
Ladies and Gentlemen:
You have requested our opinion in connection with Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 ("Amendment No. 1") being
filed by you with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended (the "Act"), an
additional 206,250 shares of your common stock, par value $.10 per share (the
"Shares"), to be offered to certain directors pursuant to the Company's 1991
Directors' Stock Option Plan, as amended (the "Plan"). The number of Shares has
been adjusted to reflect the three-for-two Common Stock split effected as a
dividend to be paid on May 30, 1995 to holders of record on May 9, 1995.
Amendment No. 1 incorporates by reference the Company's Registration Statement
on Form S-8 (Registration No. 33-41726) dated July 16, 1992 pursuant to which
the Company registered the initial number of shares of Common Stock that may be
acquired under the Plan.
On the basis of such investigation as we have deemed necessary, we are
of the opinion that the Shares will be, when issued upon due exercise of options
granted under the Plan in accordance with the provisions of the Plan and in
accordance with stock option agreements entered into in accordance with the
provisions of the Plan (including payment of the option exercise price provided
for therein), legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
Amendment No. 1. In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
PROSKAUER ROSE GOETZ & MENDELSOHN LLP
<PAGE>
Consent of Independent Certified Public Accountants
We have issued our report dated January 31, 1995, accompanying the
consolidated financial statements and schedule incorporated by reference or
included in the Annual Report of Computer Horizons Corp. on Form 10-K for the
year ended December 31, 1994. We consent to the incorporation by reference of
said report in this Registration Statement of Computer Horizons Corp. on Form
S-8 Amendment No. 1 (Registration No. 33-41726).
GRANT THORNTON LLP
Parsippany, New Jersey
May 12, 1995
