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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
November 27, 1995 0-7282
Date of Report (Date of earliest Commission File Number
event reported)
COMPUTER HORIZONS CORP.
(exact name or 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)
(201) 402-7400
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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Item 5 Other Events
This Current Report on Form 8-K is being filed for the
purpose of filing with the Securities and Exchange Commission the
following description of Computer Horizons Corp.'s (the
"Company") common stock, par value $.10 (the "Common Stock"), and
the Company's Series A Preferred Stock Purchase Rights.
Common Stock
Each outstanding share of Common Stock entitles the holder
to one vote on all matters requiring a vote of shareholders.
Since the Common Stock does not have cumulative voting rights,
the holders of shares having more than 50% of the voting power,
if they choose to do so, may elect all the directors of the
Company and the holders of the remaining shares would not be able
to elect any directors. Under New York law, the approval of the
holders of two-thirds of all outstanding stock is required to
effect a merger of the Company or disposition of all or
substantially all of the Company's assets.
Subject to the rights of holders of any series of Preferred
Stock that may be issued in the future, the holder of the Common
Stock are entitled to receive dividends when, as and if declared
by the Board of Directors out of funds legally available
therefor. In the event of a voluntary or involuntary liquidation
of the Company, all shareholders are entitled to a pro rata
distribution of the assets of the Company remaining after payment
of claims of creditors and liquidation preferences of any
preferred stock.
Series A Preferred Stock Purchase Rights
Pursuant to a Rights Agreement dated as of July 6, 1989, as
amended ("Rights Agreement"), between the Company and Chemical
Bank, as Rights Agent, each outstanding share of Common Stock has
attached to it one Series A Preferred Stock Purchase Right (a
"Right") which entitles the registered holder of such Share to
purchase from the Company 0.0030% of a share of Series A
Preferred Stock, par value $.10 (the "Series A Preferred"), at a
price of $30.00 per one one-hundredth (1/100) of a share (the
"Purchase Price"), subject to certain adjustments.
The Rights are attached to all certificates representing
shares of Common Stock and no separate Right certificates are
distributed nor will be distributed until the earlier to occur of
(i) 10 days following a public announcement that a person or
group of affiliated or associated persons has acquired, or
obtained the right to acquire beneficial ownership of 20% or more
of the outstanding Common Stock (an "Acquiring Person"), or
(ii) 10 business days (or such later day as may be determined by
action of the Board of Directors prior to such time as any person
or group becomes an Acquiring Person) following the commencement
of a tender offer or exchange offer if, upon consummation
thereof, any person or group would be the beneficial owner of 20%
or more of the outstanding Common Stock (the earlier of such
dates being called the "Distribution Date"). The date of
announcement of the existence of an Acquiring Person referred to
in clause (i) above is hereinafter referred to as the "Share
Acquisition Date."
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The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the
Common Stock. Until the Distribution Date (or earlier
redemption, exchange or expiration of the Rights), all new Common
Stock certificates issued upon the transfer or new issuance of
shares of Common Stock will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or
earlier redemption, exchange or expiration of the Rights), the
surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights
associated with Common Stock represented by such certificate. As
soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Rights Certificates")
will be mailed to holders of record of the Common Stock on the
Distribution Date and, thereafter, such separate Rights
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on July 6, 1999, unless
earlier redeemed or exchanged by the Company as described below.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, the Rights
Agreement provides that proper provisions shall be made so that
each holder of a Right, except as provided below, shall
thereafter have the right to receive, upon exercise, shares of
Common Stock (or, in the Company's option, Common Stock
Equivalents, as such term is defined in the Rights Agreement)
having a value equal to two times the exercise price of the
Right. Upon the occurrence of the event described in the first
sentence of this paragraph, any Rights beneficially owned by (i)
an Acquiring Person or an Associate or Affiliate (as such terms
are defined in the Rights Agreement) of an Acquiring Person,
(ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the
Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person( or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring
Person or to any person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding regarding the
transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of a plan, arrangement or
understanding which has a primary purpose or effect the avoidance
of the Rights Agreement, shall become null and void without any
further action and no holder of such Rights shall have any rights
whatsoever with respect to such Rights, whether under any
provision of the Rights Agreement or otherwise.
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In the event that, following the earlier of the Distribution
Date and the Share Acquisition Date, (i) the Company engages in a
merger or other business combination transaction in which the
Company is not the surviving corporation, (ii) the Company
engages in a merger or other business combination transaction
with another person in which the Company is the surviving
corporation, but in which the Common Stock are changed or
Exchanged, or (iii) more than 50% of the Company's assets or
earning power is sold or transferred, the Rights Agreement
provides that proper provision shall be made so that each holder
of a Right (except Rights which previously have been voided as
described above) shall thereafter have the right to receive, upon
exercise thereof at the then current exercise price of the Right,
common stock of the acquiring company having a value equal to two
times the exercise price of the Right.
The Purchase Price payable, and the number of shares of
Series A Preferred or other securities issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Series A
Preferred, (ii) upon the grant to holders of the Series A
Preferred of certain rights, options or warrants to subscribe for
shares of Series A Preferred or convertible securities at less
than the current market price of the Series A Preferred, or
(iii) upon the distribution to holders of Series A Preferred of
evidences of indebtedness, shares of Preferred Stock, assets or
cash (excluding a regular semiannual cash dividend) or of
subscription rights, options or warrants (other than those
referred to above).
The number of outstanding Rights and the number of shares of
Series A Preferred issuable upon exercise of each Right are also
subject to adjustment in the event of stock split of the Common
Stock or a stock dividend on the Common Stock payable in shares
of Common Stock or subdivisions, consolidations or combinations
of the Common Stock occurring, in any such case, prior to the
Distribution Date.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
shares will be issued (other than fractions which are integral
multiples of one one-hundredth of a share of Series A Preferred,
which may, at the election of the Company, be evidenced by
depository receipts) and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Series A Preferred
on the last trading date prior to the date of exercise.
At any time prior to the Share Acquisition Date, the Board
of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "Redemption
Price"). Before the redemption period expires, it may be
extended by the Board. Immediately upon the action of the Board
of Directors of the Company ordering the redemption of the
Rights, the Rights will terminate and the only right to the
holders of Rights will be to receive the Redemption Price. At
any time after the time that any person or group of affiliated or
associated persons becomes an Acquiring Person, the Board of
Directors of the Company may exchange the Rights (except Rights
which previously have been voided as described above), in whole,
but not in part, at an exchange ratio of one share of Common
Stock (or one Common Stock Equivalent) per Right.
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Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.
The terms of the Rights may be amended by the Company and the
Rights Agent, provided, that, following the earlier of the Share
Acquisitions Date and the Distribution Date, the amendment does
not adversely affect the interests of holders of Rights (other
than an Acquiring Person) and provided that no amendment shall be
made which decreases the Redemption Price.
The Rights have certain anti-takeover effects. The Rights
would cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the
Board of Directors of the Company, except pursuant to an offer
conditioned on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business
combination approved by the Board of Directors of the Company at
a time when the Rights are redeemable.
The foregoing description of the Rights is qualified in its
entirety by reference to the Rights Agreement, filed as Exhibit 1
to the Company's Registration Statement on Form 8-A dated July 7,
1987, Amendment No. 1 to the Rights Agreement, filed as Exhibit 1
to the Company's Registration Statement on Form 8 dated February
13, 1990, and Amendment No. 2 to the Rights Agreement, filed as
Exhibit 4(c) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, each of which is incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
COMPUTER HORIZONS CORP.
November 27, 1995 /s/ JOHN J. CASSESE
John J. Cassese
Chairman of the Board
and President
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