As filed with the Securities and Exchange Commission on May 18, 1995
Registration No.
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.
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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
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(Address of Principal Executive Offices) (Zip Code)
COMPUTER HORIZONS CORP.
1994 INCENTIVE STOCK OPTION AND APPRECIATION PLAN
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(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
<TABLE>
<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 3,375,000 $12.29 $41,478,750 $14,303.02
====================================================================================================================================
</TABLE>
(1) Represents the maximum of 3,375,000 shares of Common Stock that may be
acquired under the 1994 Incentive Stock Option and Appreciation 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. 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>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The Section 10(a) prospectus for Computer Horizons Corp.'s 1994
Incentive Stock Option and Appreciation Plan is not being filed with the
Securities and Exchange Commission as part of this Registration Statement.
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's Certificate of Incorporation, as amended (the
"Certificate of Incorporation") provides, as permitted by Section 402(b) of the
New York Business Corporation Law (the "BCL") that no director shall be
personally liable to the Company or any shareholder for damages for any breach
of duty as a director, provided that the Certificate of Incorporation does not
eliminate or limit the liability of any director if a judgment or other final
adjudication adverse to him establishes that (i) his acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law, (ii)
he personally gained in fact a financial profit or other advantage to which he
was not legally entitled or (iii) his acts violated Section 719 of the BCL.
The Certificate of Incorporation also provides, in accordance with
Section 722 of the BCL, that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is the legal representative, (1) is or was a director or officer of the
Company or (2) is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans (whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent), shall be
indemnified and held harmless by the Company to the fullest extent authorized or
permitted by applicable law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than said law
permitted the Company to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgements, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his heirs,
executors and administrators, provided, however, that, except for actions
brought to enforce such indemnification rights, the Company shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Company. The right to
indemnification conferred in the Certificate of Incorporation is a contract
right and includes the rights to be paid by the Company the expenses incurred in
defending any such proceeding in advance of its final disposition, provided,
however, that, if the BCL requires, the payment of such expenses incurred by a
director or officer in his capacity as such (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service with respect to an employee benefit plan)
in advance of the final disposition of a proceeding, shall be made only upon
delivery to the Company of an undertaking by or on behalf of such director or
officer to repay all amounts so advanced as to which it shall ultimately be
determined that such director or officer is not entitled to be indemnified.
The Certificate of Incorporation further provides, in accordance with
the BCL, that the indemnification rights provided therein are not exclusive of
any other rights that any person may have, and that the Company may, subject to
certain restrictions imposed by the BCL, maintain insurance to protect itself
and its officers and directors against expenses, liabilities and losses, whether
or not the Company would be permitted to indemnify such person against such
expenses, liabilities and losses under the BCL.
The Company currently has a $5,000,000 directors' and officers'
liability insurance policy.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following instruments and documents are included as exhibits to
this Registration Statement.
<TABLE>
<CAPTION>
Exhibit
Number Description Incorporated by Reference to:
- ------------- -------------------------------------------------------- ---------------------------------------------------
<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.
<PAGE>
<CAPTION>
Exhibit
Number Description Incorporated by Reference to:
- ------------- -------------------------------------------------------- ---------------------------------------------------
<S> <C> <C>
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>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of an appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<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
<TABLE>
<CAPTION>
Exhibit
Number Description Incorporated by Reference to:
- ------------- -------------------------------------------------------- ---------------------------------------------------
<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 17, 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 the registration
statement on Form S-8 (the "Registration Statement") 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 aggregate of 3,375,000 shares
of your common stock, par value $.10 per share (the "Shares"), to be offered
pursuant to the Company's 1994 Incentive Stock Option and Appreciation Plan (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 the
Registration Statement. 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 of Computer Horizons Corp. (the "Company")
appearing in the 1994 Annual Report of the Company to its shareholders and the
accompanying schedule included in the Annual Report on Form 10-K for the year
ended December 31, 1994, which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report.
GRANT THORNTON LLP
Parsippany, New Jersey
May 12, 1995
