SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant
to ss.240.14a-11(c) or ss.240.14a-12
Computer Horizons Corp.
-----------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
COMPUTER HORIZONS CORP.
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046-1495
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------
The Annual Meeting of Shareholders of Computer Horizons Corp. will be
held at The Governor Morris Hotel and Conference Center, Two Whippany Road,
Morristown, NJ, on Wednesday, May 3, 1995 at 10:00 A.M., local time, for the
following purposes:
1. To elect directors to serve until the next annual meeting and until
their successors are elected and qualify.
2. To ratify the selection of the accounting firm of Grant Thornton LLP
as auditors for the Company's current year.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 21, 1995,
are entitled to notice of and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
DAVID W. BIALICK, CPA
Assistant Secretary
Mountain Lakes, New Jersey
March 30, 1995
If it is convenient for you to do so, we hope you will attend the
meeting. If you cannot, we urge you to fill out the enclosed proxy card and
return it to us in the envelope provided. No additional postage is required.
<PAGE>
COMPUTER HORIZONS CORP.
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046-1495
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF SHAREHOLDERS
May 3, 1995
---------------
The enclosed proxy is solicited on behalf of the Board of Directors of
the Company and may be revoked at any time before it is finally exercised. As of
March 21, 1995, the Company had outstanding 5,959,483 shares of common stock,
$.10 par value, each share entitled to one vote. Only shareholders of record at
the close of business on March 21, 1995, will be entitled to notice of and to
vote at the annual meeting. It is anticipated that the mailing to shareholders
of the Proxy Statement and the enclosed proxy will commence on or about March
30, 1995. Proxies for the annual meeting will be solicited by mail and through
brokerage institutions and all expenses involved, including printing and
postage, will be paid by the Company.
All properly executed and unrevoked proxies that are received in time
for the meeting will be voted at the meeting or any adjournment thereof in
accordance with any specifications therein, or if no specifications are made,
will be voted "FOR" the election of the named nominees and approval of the
proposals set forth in the Notice of Annual Meeting of shareholders of the
Company. Any person giving a proxy may revoke it by written notice to the
Company at any time prior to exercise of the proxy. A person present at the
meeting may withdraw his or her proxy and vote in person. Directors are elected
by plurality vote. Any other matter to be voted on at the meeting will require,
for approval, the affirmative vote of a majority of the shares of common stock
voting on the proposal.
CERTAIN HOLDERS OF VOTING SECURITIES
The following table presents certain information with respect to the
beneficial ownership of shares of the Company's common stock (its only class of
voting securities) on March 21, 1995, by (a) persons owning more than 5% of such
shares or nominated for election as a director (see "Election of Directors"),
(b) the named executive officers identified in the Summary Compensation Table,
and (c) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Amount Percent
Name and Address of Beneficially of
Beneficial Owner Owned Class
------------------- ------------ -------
<S> <C> <C>
John J. Cassese .......................... 847,706(1) 13.9%
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Bernhard Hubert .......................... 180,125(1) 3.0%
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
David W. Bialick, CPA ................... 44,996(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Thomas J. Berry .......................... 35,236(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Wilfred R. Plugge ........................ 39,956(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
All directors and executive ............. 1,148,019(1) 18.5%
officers as a group (five
persons identified above)
FMR Corp. ................................ 276,175(3) 5.0%
Kalmar Investments Inc. .................. 527,599(4) 8.9%
</TABLE>
----
(1) Includes 196,375 shares issuable upon exercise of options granted under the
Company's l985 and 1994 Incentive Stock Option and Appreciation Plans, as
amended, as follows: Cassese 128,750, Hubert 56,375 and Bialick 11,250. Also
includes 63,000 shares issuable upon exercise of options granted under the
Company's 1991 Directors' Stock Option Plan, as amended, as follows: Berry
31,500 and Plugge 31,500.
(2) Less than 1%.
(3) FMR Corp. has filed a Schedule 13G Statement with the Securities and
Exchange Commission stating that it is the beneficial owner of 276,175
shares, that it does not have either the sole or shared power to vote such
shares, but that it has the sole dispositive power for such 276,175 shares.
(4) Kalmar Investments Inc. has filed a Schedule 13G Statement with the
Securities and Exchange Commission stating that, as an investment advisor,
it does not have either sole or shared voting power over the 527,599 shares
beneficially owned, but that it has the sole dispositive power for such
527,599 shares.
ELECTION OF DIRECTORS
The three current members of the Board of Directors have been nominated
for election by the Shareholders to hold office until the next Annual Meeting of
Shareholders and until their successors have been elected and qualify. Unless
such authority is withheld by an indication thereon, the proxy will be voted for
the election of the nominees named herein. An employment agreement between the
Company and Mr. Cassese provides that he will be included as a nominee for
election at each annual meeting so long as the employment period under his
agreement shall not have terminated. See "Executive Compensation" for additional
information concerning such agreement.
If any nominee is unable to be a candidate when the election takes
place, the shares represented by valid proxies will be voted in favor of the
remaining nominees and for such person as may be designated by the present Board
of Directors to replace such nominee. The Board of Directors does not presently
anticipate that any nominee will be unable to be a candidate for election. The
following table sets forth certain information regarding the nominees:
<TABLE>
<CAPTION>
Director
Nominee Age Since Present Principal Occupation
------- --- -------- ----------------------------
<S> <C> <C> <C>
John J. Cassese..... 50 1969 Chairman and President of the Company
Thomas J. Berry..... 70 1989 Retired 1993 as Executive Advisor and
Executive Asst. to Postmaster General
U.S. Postal Services. Retired 1986 as Vice
President - AT&T
Wilfred R. Plugge... 70 l983 Retired l987 as Vice President - International
Operations Division of SRI International (a private
research institute)
</TABLE>
The Board of Directors held 6 meetings during 1994. The Audit Committee
and the Compensation Committee, each consisting of its outside Directors
(Messrs. Berry and Plugge), held 2 meetings each in 1994.
The Company does not have a Nominating Committee.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company for the
fiscal years indicated, to the Chief Executive Officer and to each of the
Company's other executive officers (together, the "named executive officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
--------------------------------
Annual Compensation Awards Payouts
----------------------------------------------------- -------
Other Securities
Annual Restricted Underlying All Other
Name and Principal Compen- Stock Options/ LTIP Compensation*
Position Year Salary Bonus sation Awards SARs Payments
------------------ ---- ------ ----- ------ ------ ---- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John J. Cassese.......... 1994 $325,000 $150,000 -- -- 37,500 -- $14,328
Chairman of the Board, 1993 300,000 100,000 -- -- 56,250 -- 14,267
President and 1992 270,000 30,000 -- -- -- -- 14,175
Chief Executive Officer
Martin E. Pelcyger**.... 1994 295,000 25,000 -- -- 30,000 -- 14,385
Vice Chairman and 1993 275,000 50,000 -- -- 45,000 -- 14,324
Executive Vice President 1992 255,000 25,000 -- -- -- -- 13,907
and Secretary
Bernhard Hubert......... 1994 200,000 75,000 -- -- 15,000 -- 7,297
Executive Vice President, 1993 190,000 40,000 -- -- 22,500 -- 7,103
Chief Financial Officer 1992 180,000 20,000 -- -- -- -- 7,025
David W. Bialick, CPA... 1994 115,000 20,000 -- -- 4,500 -- 1,682
Vice President, Chief 1993 110,000 20,000 -- -- 6,750 -- 1,633
Accounting Officer, 1992 107,000 10,000 -- -- -- -- 1,498
Treasurer and Controller
</TABLE>
* In 1994, the Company paid the premiums on whole life insurance policies of
$80,000, universal life policies of $800,000 and term insurance policies of
$150,000 each for Messrs. Cassese and Pelcyger. The Company also paid the
premiums on a $290,000 universal life insurance policy and a $150,000 term life
insurance policy for Mr. Hubert. In addition, the Company paid the premiums on
term life insurance policies of $155,000 for Mr. Bialick. Under each such
insurance policy the insured has the right to designate the beneficiaries. The
Company maintains a defined contribution (401K) savings plan and contributes
$.25 for every dollar contributed by all participating employees up to 4% of
each employee's salary deferral.
** On October 20, 1994, Mr. Pelcyger resigned, effective immediately, as a
Director of the Company, and, effective February 15, 1995 as an officer and
employee of the Company. Pursuant to the terms of this Agreement, Mr. Pelcyger's
services will be retained for a three (3) year period as a consultant to the
Company at the rate of $75,000 per year, together with certain other benefits,
including a Deferred Compensation Retirement Program established by the Company
which, as amended, will pay benefits at the rate of $84,500 per year over a 7
year period. Pursuant to the Agreement, the Company purchased 240,155 shares of
the Company's common stock from Mr. Pelcyger at a negotiated price of $11.625
per share. Mr. Pelcyger also executed a Non-Competition Agreement and a General
Release.
The following table sets forth certain information with respect to options
granted to the named executives in 1994. Such options were granted under the
Company's 1985 Incentive Stock Option and Appreciation Plan, as amended. No
stock appreciation rights have been granted under the Plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------------------------------
Number of % of Total
Securities Options Potential Realizable
Underlying Granted to Value at Assumed Annual
Options Employees Exercise or Expiration Rates of Stock Price for
Name Granted in 1994 Base Price Date Option Term
---- ------- ------- ---------- ---- -----------
10% 5%
-------- -------
<S> <C> <C> <C> <C> <C> <C>
John J. Cassese 37,500 15.50 $9.50 2/17/04 $567,771 $217,494
Martin E. Pelcyger 30,000 12.40 9.50 2/17/04 454,217 173,995
Bernhard Hubert 15,000 6.2 9.50 2/17/04 227,108 86,998
David W. Bialick 4,500 1.9 9.50 2/17/04 68,132 26,099
</TABLE>
Pursuant to the terms of option grants, upon exercise of such options, if the
optionee, while employed by the Company, desires to sell any shares acquired
upon exercise of such options, the optionee must first offer such shares to the
Company at their then fair market value.
The following table sets forth certain information concerning stock options
exercised in 1994 and/or held as of the end of the year, by the named executive
officers. Such options were granted under the Company's 1985 Incentive Stock
Option and Appreciation Plan, as amended. No stock appreciation rights have been
granted under the Plan.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1994 OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Shares Number of Unexercised In-the-Money
Acquired Value Options at 12/31/94 Options at 12/31/94
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John J. Cassese 45,000 $ 452,500 93,750 -- $671,875 $ --
Martin E. Pelcyger 120,000 1,080,000 -- -- -- --
Bernhard Hubert 108,000 748,000 15,000 27,000 60,000 238,500
David W. Bialick -- -- 11,250 -- 80,625 --
</TABLE>
Employment Agreements
Messrs. Cassese and Hubert are parties to Employment Agreements with
the Company which expired on February 15, 1995, but which provided for automatic
renewal for successive additional terms of three (3) years unless either party
gave at least 180 days prior written notice of intent to terminate. The current
expiration date is February 15, 1998. The Agreements provide, among other
things, for annual salaries which are currently at the rate of $360,000 for Mr.
Cassese and $215,000 for Mr. Hubert, with such increases and bonuses, if any, as
the Company may determine. These Agreements also provide that if any of these
individuals terminates his employment following the first anniversary of a
Change of Control, he will be entitled to receive a lump sum equal to three
times his base salary and highest bonus and continued benefits under Company
benefit plans. In addition, the Agreements provide for entitlement to salary,
bonus and continued benefits based on the balance of the employment term (which
automatically extends for three years if a Change of Control occurs) in the
event of certain other terminations of employment. In general, a Change of
Control is deemed to occur if a person or group acquires 20% or more of the
Company's outstanding common stock, the Company's shareholders approve, with
certain exceptions, a disposition of the Company, or a majority of the directors
are succeeded within a 24-month period by individuals not nominated or approved
by the Board as previously constituted. The Agreements also provide, in
substance, that amounts receivable by Messrs. Cassese and Hubert after a Change
of Control, which are subject to additional excise or other taxes, are to be
increased to preserve the net benefit to the executive of such payments.
Mr. Bialick is a party to an Employment Agreement with the Company
which is automatically renewed for one year (unless terminated by either party)
each January 1. The Agreement provides for, among other things, an annual salary
which is currently at the rate of $115,000 plus certain additional compensation
as to which he might become entitled as an executive officer, and severance pay,
in the event of termination of employment by the Company equal to his then
annual salary.
COMPENSATION COMMITTEE REPORT
Compensation Policies
The Compensation Committee (the "Committee") of the Board of Directors
consists of its non-employee Directors. The Committee is responsible for
developing policies and making specific recommendations to the Board of
Directors with respect to the compensation of the Company's executive officers.
The goal of these policies is to ensure that an appropriate relationship exists
between executive pay and the creation of shareholder value, while at the same
time motivating and retaining key employees.
To help achieve this, the Committee, among other things, considers the
chief executive officer's recommendations with respect to other executive
officers, evaluates the Company's performance both in terms of current
achievements and significant initiatives with long-term implications, assesses
the contributions of individual executives, and compares compensation levels
with those of other leading companies in similar or related industries.
Fiscal 1994 Compensation
With respect to the Company's chief executive officer and the other
executive officers named above, the Committee focused principally upon
recommending to the Board appropriate base salary increases and incentive
compensation. As noted above, the chief executive officer and each of the other
named executive officers are parties to employment agreements with the Company
that provide for base salary increases and bonuses as the Company may determine.
In the view of the Committee, the base salary increases and bonuses granted the
chief executive officer and the other named executive officers with respect to
1994, appropriately reflected the Committee's policies outlined above.
The Company has periodically granted stock options in order to provide
certain of its executives with a competitive total compensation package and
reward them for their contribution to the Company's long-term share performance.
These grants are designed to align the executive's interest with that of the
shareholders. During 1994, stock options were granted to the executive officers
and to other members of management based upon their actual and potential
contributions to the Company.
Compensation Committee
Thomas J. Berry
Wilfred R. Plugge
DIRECTORS' COMPENSATION
Messrs. Berry and Plugge, who are not employees of the Company, are
each entitled to receive as compensation the sum of $2,000 per non-telephonic
meeting, with a guaranteed minimum of $8,000 per year. In 1994, the Company
incurred an expense of $10,000 for each of the above individuals for acting in
this capacity.
1991 Directors' Stock Option Plan
The Plan, as amended in 1994, provides for automatic grants of options
to purchase 22,500 shares of common stock at fair market value, and up to five
(5) additional annual grants to purchase 3,000 shares of common stock at its
then fair market value. To date, Messrs. Berry and Plugge have each received
options for 22,500 shares and three (3) annual grants of 3,000 shares per grant.
Directors' and Officers' Liability Insurance
The Company maintains directors' and officers' liability insurance,
providing coverage of up to $5,000,000, subject to a deductible. The policy also
insures the Company against amounts paid by it to indemnify directors and
officers. The current policy covers a period of one year at an annual premium of
approximately $43,000.
PERFORMANCE GRAPH
Below is a graph comparing the cumulative total shareholder return on the
Company's Common Stock for the last five fiscal years with the cumulative total
return of companies included in the NASDAQ Market Index and an Index of Peer
Companies selected by the Company:
[PERFORMANCE GRAPH GRAPHIC --
NUMBERS PLOTTED AS BELOW]
<TABLE>
<CAPTION>
----------------FISCAL YEAR ENDING---------------
COMPANY 1989 1990 1991 1992 1993 1994
------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
COMPUTER HORIZONS CP 100 175.34 112.33 108.22 193.06 332.55
PEER GROUP 100 70.02 103.77 119.43 144.93 154.41
BROAD MARKET 100 81.12 104.14 105.16 126.14 132.44
</TABLE>
The total cumulative return on investment (change in the year end stock
price plus reinvested dividends) for each of the periods for the Company, the
NASDAQ Market Index and the Peer Group is based on the stock price or composite
index at the end of fiscal 1989.
The preceding graph compares the performance of the Company with the
NASDAQ Market Index and a Peer Group Index. The Peer Group Index, comprised of
the 18 Information Systems companies engaged in professional services, are as
follows: Analysis & Technology Inc., Analysts International Corp., Brandon
Systems Corp., Caci International Inc., Comarco Inc., Comptek Research Inc.,
Computer Data Systems Inc., Computer Task Group Inc., Dynamics Research Corp.,
Essex Corp., Geodynamics Corp., Intermetrics Inc., Keane Inc., Logicon Inc., SHL
SystemHouse Inc., Technalysis Corp., Tenera LP, and Titan Corp.
CERTAIN TRANSACTIONS
In connection with the exercise of stock options granted under the 1985
Incentive Stock Option and Appreciation Plan, Mr. Bernhard Hubert borrowed a
total of $608,125 from the Company during the period May 1986 through July 1990.
These loans, which were payable on demand and which bore interest at the rate of
5% per annum, were repaid by Mr. Hubert on April 12, 1994 from a portion of the
proceeds of the Company's purchase of 108,000 shares of the Company's common
stock from Mr. Hubert for $1,296,000, the then current market value.
On October 20, 1994, Mr. Pelcyger resigned as a Director effective
immediately and as an officer and employee, effective February 15, 1995. For
additional details see footnote to Summary Compensation Table.
AUDITORS
The Board of Directors, with the approval of the Audit Committee, has
selected the firm of Grant Thornton LLP as independent auditors to examine the
financial statements of the Company for the year ending December 3l, 1995. This
selection is being presented to the shareholders for ratification at the annual
meeting. If the shareholders do not ratify the employment of Grant Thornton LLP,
the selection of independent auditors will be reconsidered by the Board of
Directors.
A representative of Grant Thornton LLP is expected to be present at
the annual meeting with the opportunity to make a statement, if he so desires,
and to be available to respond to appropriate questions.
OTHER INFORMATION
Proposals of shareholders intended to be presented at the annual
meeting to be held in 1996 must be received by the Company no later than
December 15, 1995, to be included in the proxy materials for such meeting.
The Board of Directors is aware of no other matters that are to be
presented to the shareholders for action at the meeting. If, however, any other
matters properly come before the meeting, the persons named in the enclosed form
of proxy will vote such proxies in accordance with their judgment on such
matters.
Upon the written request of any shareholder as of March 21,
1995, a copy of the Company's Annual Report on Form 10-K for the year ended
December 3l, 1994 (excluding exhibits), as filed with the Securities and
Exchange Commission, will be supplied without charge. Requests should be
directed to Shareholder Relations, Computer Horizons Corp., 49 Old Bloomfield
Avenue, Mountain Lakes, New Jersey 07046-1495.
By Order of the Board of Directors,
David W. Bialick, CPA
Assistant Secretary
Mountain Lakes, New Jersey
March 30, 1995
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
COMPUTER HORIZONS CORP.
The undersigned appoints JOHN J. CASSESE and BERNHARD HUBERT, and each
of them, as proxies with power of substitution to each, to vote all shares of
stock the undersigned is entitled to vote at the annual meeting of shareholders
of COMPUTER HORIZONS CORP. to be held at The Governor Morris Hotel and
Conference Center, Two Whippany Road, Morristown, NJ on Wednesday, May 3, 1995
at 10:00 A.M. and any adjournment thereof.
(l) Election of Directors: John J. Cassese, Thomas J. Berry and
Wilfred R. Plugge
__ FOR all nominees listed. __ FOR all nominees except nominees written in
space below.
__ WITHHOLD AUTHORITY to vote for all nominees listed.
----------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" Item 1.
(2) Proposal to ratify the selection of Grant Thornton LLP as the Company's
independent auditors.
__ FOR ___ AGAINST ___ ABSTAIN
The Board of Directors recommends a vote "FOR" Item 2.
(3) Upon any other matters that may properly come before the meeting or any
adjournment thereof.
If not otherwise indicated above, this Proxy will be voted "FOR" the election of
Directors and "FOR" the ratification of the selection of Grant Thornton LLP as
the Company's independent auditors.
Dated ................., l995
..........................
(Signature of Shareholder)
Signature should agree with name printed hereon. Please correct any errors in
address shown. If signing in representative capacity include full title. Proxies
by a corporation should be signed in its name by an authorized officer. Where
stock stands in more than one name, all holders of record should sign.
Mark here for address change and note at left
