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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Computer Horizons Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Computer Horizons Corp.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(2).
[ ] $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:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
- --------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<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 1, 1996 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 22, 1996, are
entitled to notice of and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
BERNHARD HUBERT
Secretary
Mountain Lakes, New Jersey
April 1, 1996
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 1, 1996
------------------------
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 22, 1996, the Company had outstanding 15,835,383 shares of common stock,
$.10 par value, each share entitled to one vote. Only shareholders of record at
the close of business on March 22, 1996, 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 April 1,
1996. 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.
<PAGE>
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 22, 1996 (except as noted otherwise), 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.
AMOUNT PERCENT
NAME AND ADDRESS OF BENEFICIALLY OF
BENEFICIAL OWNER OWNED CLASS
------------------- ------------ -------
John J. Cassese....................................... 1,529,841(1) 9.5%
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Bernhard Hubert....................................... 340,487(1) 2.1%
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Thomas J. Berry....................................... 77,625(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Rocco J. Marano....................................... 10,125(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Wilfred R. Plugge..................................... 43,875(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
All directors and executive officers as a group
(six persons)....................................... 2,004,766(3) 12.2%
Putnam Investments, Inc............................... 1,100,797(4) 10.7%
- ------------
(1) Includes 514,190 shares issuable upon exercise of options granted under the
Company's l985 (as amended) and 1994 Incentive Stock Option and Appreciation
Plans, as follows: Cassese 339,690 and Hubert 174,500. Also includes 108,000
shares issuable upon exercise of options granted under the Company's 1991
Directors' Stock Option Plan, as amended, as follows: Berry 70,875, Marano
10,125 and Plugge 27,000.
(2) Less than 1%.
(3) Includes all shares issuable upon exercise of options granted under the
Company's 1985 (as amended) and 1994 Incentive Stock Option and Appreciation
Plans included in Note 1, plus 2,813 shares for Michael J. Shea, CPA, Vice
President, Chief Accounting Officer and Controller.
(4) Putnam Investments, Inc. ("Putnam"), a wholly-owned subsidiary of Marsh &
McLennan Companies, Inc., has filed a Schedule 13G statement with the
Securities and Exchange Commission stating that as of December 31, 1995,
through its wholly-owned registered investment advisor subsidiaries, it may
be deemed to have shared dispositive power with respect to 1,100,797 shares
of the Company's common stock and to have shared voting power with respect
to 277,218 of said shares. Putnam Investments, Inc. and Marsh & McLennan
disclaim beneficial ownership of all 1,100,797 of said shares. The Company
has not adjusted these numbers to reflect the 3-for-2 common stock split
paid in January 1996.
During 1995 Mr. Shea inadvertently filed a Form 3 as to one transaction
after the due filing date. Mr. Cassese also inadvertently filed a Form 4
concerning two transactions after the then due filing date.
2
<PAGE>
ELECTION OF DIRECTORS
The five 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...... 51 1969 Chairman and President of the Company
Bernhard Hubert...... 51 1995 Executive Vice President, Chief Financial Officer and
Secretary of the Company since 1995. Senior Vice
President and Chief Financial Officer of the Company
since 1982
Thomas J. Berry...... 71 1989 Retired 1993 as Executive Advisor and Executive Asst.
to Postmaster General U.S. Postal Services. Retired
1986 as Vice President--AT&T
Rocco J. Marano...... 68 1995 Retired 1994 as Chairman of Blue Cross Blue Shield--New
Jersey. Retired as Chairman and President of Bellcore
(Bell Communications Research) in 1991
Wilfred R. Plugge.... 71 l983 Retired l987 as Vice President--International
Operations Division of SRI International (a private
research institute)
</TABLE>
The Board of Directors held 9 meetings during 1995. The Audit Committee and
the Compensation Committee, each consisting of the Board's outside Directors
(Messrs. Berry, Marano and Plugge), held 3 meetings each in 1995.
The functions of the Audit Committee include reviewing with the independent
auditors the objectives and scope of the audit, the audit approach and the
results and findings of the audit. The functions also include understanding new
accounting pronouncements as they pertain to the Company and recommending to the
Board the engagement or discharge of the independent auditors.
The Compensation Committee considers and authorizes remuneration
arrangements for senior management, including the granting of options under the
Company's Incentive Stock Option and Appreciation Plans.
The Company does not have a Nominating Committee.
3
<PAGE>
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
----------------------------------
AWARDS
-----------------------
ANNUAL COMPENSATION SECURITIES PAYOUTS
---------------------------------- RESTRICTED UNDERLYING --------
NAME AND PRINCIPAL OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARDS SARS PAYMENTS COMPENSATION (1)
- -------------------------- ---- -------- -------- ------------ ---------- ---------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John J. Cassese........... 1995 $360,000 $300,000 -- -- 78,750 -- $ 44,328
Chairman of the Board, 1994 325,000 150,000 -- -- 84,375 -- 14,328
President and Chief 1993 300,000 100,000 -- -- 126,563 -- 14,267
Executive Officer
Bernhard Hubert........... 1995 215,000 175,000 -- -- 45,000 -- 7,444
Executive Vice President, 1994 200,000 75,000 -- -- 33,750 -- 7,297
Chief Financial Officer 1993 190,000 40,000 -- -- 50,625 -- 7,103
and Secretary
</TABLE>
- ------------
(1) In 1995, the Company paid the premiums on a whole life insurance policy of
$80,000, a universal life insurance policy of $800,000 and a term life
insurance policy of $150,000 for Mr. Cassese. The Company also paid premiums
of $30,000 on a $3,000,000 split-dollar life insurance policy on the joint
lives of Mr. Cassese and his spouse. In addition the Company paid the
premiums on a $290,000 universal life insurance policy and a $150,000 term
life insurance policy for Mr. Hubert. 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.
Supplemental Retirement Benefits--The Company has entered into non-qualified
supplemental retirement benefit agreements with John J. Cassese, Chairman of
the Board, President and a Director, and Bernhard Hubert, Executive Vice
President, Chief Financial Officer, Secretary and a Director. Under their
agreements, Mr. Cassese and Mr. Hubert will be entitled to receive
$2,000,000 and $1,000,000 respectively, upon his retirement from the Company
at age 65. If Mr. Cassese or Mr. Hubert retires from continuous employment
with the Company prior to age 65 as a result of total and permanent
disability, he will be deemed to have continued to be continuously employed
by the Company until age 65 for purposes of his agreement. If Mr. Cassese or
Mr. Hubert terminates his employment with the Company prior to reaching age
65 other than as a result of death or total and permanent disability, he
will be entitled to receive, upon reaching age 65, a retirement benefit
based on accrual and vesting formulas set forth in his respective agreement.
If Mr. Cassese or Mr. Hubert were to terminate his employment as of the date
of this Proxy Statement, Mr. Cassese's accrued and vested benefit would be
$88,200; and Mr. Hubert's accrued and vested benefit would be $32,200. If
Mr. Cassese or Mr. Hubert were to die prior to age 65, while still in the
employ of the Company, his beneficiaries would be entitled to receive a lump
sum benefit equal to the greater of his accrued and vested benefit and
$1,000,000, in the case of Mr. Cassese, and $500,000 in the case of Mr.
Hubert. Benefits payable upon retirement may be paid in a lump sum or in
annual installments at the discretion of the beneficiary.
The following table sets forth certain information with respect to options
granted to the named executive officers in 1995. Such options were granted under
the Company's 1994 Incentive Stock Option and Appreciation Plan.
4
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES OR BASE EXPIRATION --------------------
NAME GRANTED IN 1995 PRICE DATE 5% 10%
- --------------------------------- ---------- ---------- ----------- ---------- -------- --------
John J. Cassese.................. 78,750 17.1 $6.67 2/09/05 $330,170 $836,715
Bernhard Hubert.................. 45,000 9.8 6.67 2/09/05 188,668 478,123
</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 1995 and/or held as of the end of the year, by the named executive
officers. Such options were granted under the Company's 1985 (as amended) and
1994 Incentive Stock Option and Appreciation Plans. No stock appreciation rights
have been granted under either Plan.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1995 OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT 12/31/95 OPTIONS AT 12/31/95
ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John J. Cassese......................... -- -- 289,688 -- $ 6,220,013 $ --
Bernhard Hubert......................... -- -- 126,843 12,657 2,671,108 294,392
</TABLE>
EMPLOYMENT AGREEMENTS
Messrs. Cassese and Hubert are parties to Employment Agreements with the
Company which expire on February 15, 1998, and which provide for automatic
renewal for successive additional terms of three (3) years unless either party
gives at least 180 days prior written notice of intent to terminate. The
Agreements provide, among other things, for annual salaries which are currently
at the rate of $375,000 for Mr. Cassese and $225,000 for Mr. Hubert, with such
increases and bonuses, if any, as the Company may determine. These Agreements
also provide that if either 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.
5
<PAGE>
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 1995 COMPENSATION
With respect to the Company's chief executive officer and the other
executive officer 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 the other named
executive officer 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 officer with respect to
1995, 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 interests with that of the
shareholders. During 1995, 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
Rocco J. Marano
Wilfred R. Plugge
DIRECTORS' COMPENSATION
Messrs. Berry, Marano and Plugge, who are not employees of the Company, are
each entitled to receive as compensation the sum of $12,000 per year. If there
are more than four non-telephonic meetings per year, they will each receive an
additional sum of $2,000 per non-telephonic meeting. In 1995, the Company
incurred an expense of $12,000 each for Messrs. Berry and Plugge and $6,000 for
Mr. Marano, who became a Director mid-year.
1991 DIRECTORS' STOCK OPTION PLAN
The Plan, as amended in 1994, provides for automatic grants of options to
purchase 50,625 shares of common stock at fair market value, and up to five (5)
additional annual grants to purchase 6,750 shares of common stock at its then
fair market value. To date, Messrs. Berry, Marano and Plugge have each received
options for 50,625 shares and Messrs. Berry and Plugge have each received four
(4) annual grants of 6,750 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
6
<PAGE>
indemnify directors and officers. The current policy covers a period of one year
at an annual premium of approximately $37,500.
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 Indices of both the
Former Peer Group of Companies, as well as the New Peer Group of Companies
selected by the Company:
[Graph]
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
FISCAL YEAR ENDING
--------------------------------------------------
COMPANY 1990 1991 1992 1993 1994 1995
COMPUTER HORIZONS CORP 100 64.06 61.72 110.10 189.66 800.37
FORMER PEER GROUP 100 147.71 173.45 212.50 224.21 339.55
BROAD MARKET 100 128.38 129.64 155.50 163.26 211.77
THE PEER GROUP CHOSEN WAS: Customer Selected Stock List
THE BROAD MARKET INDEX CHOSED WAS: NASDAQ MARKET INDEX
THE PEER GROUP IS MADE UP OF THE FOLLOWING SECURITIES:
ANALYSIS & TECHNOLOGY ESSEX CP
ANALYSTS INTERNATIONAL GEODYNAMICS CP
BRANDON SYSTEMS CORP KEANE INC
CACI INTERNAT INC LOGICON CP
COMARCO INC SHL SYSTEMHOUSE INC
COMPTEK RES INC TECHNALYSIS CP
COMPUTER DATA SYSTEMS TENERA INC
COMPUTER TASK GROUP INC TITAN CP
DYNAMICS RESEARCH CORP
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
FISCAL YEAR ENDING
--------------------------------------------------
COMPANY 1990 1991 1992 1993 1994 1995
COMPUTER HORIZONS CORP 100 64.06 61.72 110.10 189.66 800.37
NEW PEER GROUP 100 115.53 166.06 206.08 264.41 369.42
BROAD MARKET 100 128.38 129.64 155.50 163.26 211.77
THE PEER GROUP CHOSEN WAS: Customer Selected Stock List
THE BROAD MARKET INDEX CHOSED WAS: NASDAQ MARKET INDEX
THE PEER GROUP WAS MADE UP OF THE FOLLOWING SECURITIES:
ANALYSTS INTERNATIONAL
BRANDON SYSTEMS CORP
CIBER INC
COMPUTER TASK GROUP INC
KEANE INC
ASSUMES $100 INVESTED ON JAN. 1, 1991
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1995
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 both the Former and the New Peer Groups, is based on the
stock price or composite index at the end of fiscal 1990.
The preceding graph compares the performance of the Company with the Nasdaq
Market Index and the Former, as well as the New, Peer Group Index. The Former
Peer Group Index is comprised of the following 17 Information Systems companies
engaged in professional services: Analysis & Technology Inc., Analysts
International Corp., Brandon Systems Corp., Caci International Inc., Comarco
Inc., Computer Task Group Inc., Comptek Research Inc., Computer Data Systems
Inc., Dynamics Research Corp., Essex Corp., Geodynamics Corp., Keane Inc.,
Logicon Inc., SHL SystemHouse Inc., Technalysis Corp., Tenera LP, and Titan
Corp. Intermetrics Inc., which was previously included in the Former Peer Group
Index, was not included for 1995 as this company merged with Apollo Holding Inc.
The New Peer Group consists of five companies, Analysts International Corp.,
Brandon Systems Corp., CIBER, Inc., Computer Task Group Inc., and Keane Inc.,
who not only engage in professional services, but are also involved in emerging
and prospective "total solutions".
7
<PAGE>
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, 1996. 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 1997 must be received by the Company no later than December 1, 1996,
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 22, 1996, a copy of
the Company's Annual Report on Form 10-K for the year ended December 3l, 1995
(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,
Bernhard Hubert
Secretary
Mountain Lakes, New Jersey
April 1, 1996
8
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
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 1, 1996
at 10:00 A.M. and any adjournment thereof.
IF NOT OTHERWISE INDICATED, 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 FOR THE CURRENT YEAR.
(MARK, SIGN AND DATE ON REVERSE SIDE)
- --------------------------------------------------------------------------------
<PAGE>
(1) Election of Directors: John J. Cassese, Bernhard Hubert, Thomas J. Berry,
Rocco J. Marano and Wilfred R. Plugge
For all Withhold authority to vote
nominees listed. / / for all nominees listed. / /
/ / For all nominees except nominees written in space below.
----------------------------------------------------------------------------
(2) Proposal to ratify the selection of Grant Thornton LLP as the Company's
independent auditors for the current year.
For / / Against / / Abstain / /
(3) Upon any other matters that may properly come before the meeting or any
adjournment.
Signature________________________Date_________
Signature________________________Date_________
SIGNATURE(S) SHOULD AGREE WITH NAME(S) 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. / /
