SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED) for the fiscal year ended December
31, 1995, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) for the transition period from
_________________ to __________________
Commission file number . . . . . . . . . . . . . . . . . . . . . . . . . .0-7282
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Computer Horizons Corp. Employee Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Computer Horizons Corp.
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046-1495
<PAGE>
FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
COMPUTER HORIZONS CORP.
EMPLOYEE SAVINGS PLAN
December 31, 1995 and 1994
<PAGE>
C O N T E N T S
Report of Independent Certified Public Accountants
Financial Statements
Statements of Net Assets Available for Plan Benefits
Statements of Changes in Net Assets Available
for Plan Benefits
Notes to Financial Statements
Supplemental Schedules
Item 27a - Schedules of Assets Held for Investment
Purposes
Item 27d - Schedules of Reportable Transactions
<PAGE>
REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
Board of Trustees
Computer Horizons Corp. Employee Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Computer Horizons Corp. Employee Savings Plan (the "Plan") as of December 31,
1995 and 1994, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1995 and 1994 and changes in net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits of the Plan's financial statements as of and for the years ended
December 31, 1995 and 1994, were made for the purpose of forming an opinion on
the financial statements taken as a whole. The schedules of reportable
transactions and schedules of investments are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements for the years ended December 31, 1995 and 1994 and, in our
opinion, are fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
<PAGE>
The Schedule of Assets Held for Investment Purposes and the Schedule of
Reportable Transactions that accompany the Plan's financial statements do not
disclose the historical cost of plan assets held by the Plan's Custodians, as
such costs are not provided by the Custodians. Disclosure of this information is
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
Parsippany, New Jersey
June 24, 1996
<PAGE>
Computer Horizons Corp. Employee Savings Plan
STATEMENTS OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
<TABLE>
<CAPTION>
December 31,
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
Investments (Notes B, C, E and F)
Guaranteed Fund ............................. $ 4,452,121 $ 4,094,806
Mutual Stock Funds .......................... 7,912,396 5,113,692
----------- -----------
12,364,517 9,208,498
Contributions receivable (Note A)
Employee .................................... 99,449 28,285
Employer .................................... 11,166 2,797
Loans receivable (Note A) ...................... 330,631 238,035
Other, net ..................................... 28,293
----------- -----------
Net assets available for plan benefits $12,834,056 $ 9,477,615
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
Computer Horizons Corp. Employee Savings Plan
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Year ended December 31,
1995 1994
----------- -----------
<S> <C> <C>
Additions
Employees' contributions (Note A) ............ $ 2,452,165 $ 1,969,506
Employer's contributions (Note A) ............ 258,395 209,786
Interest income .............................. 757,519 527,746
Net investment income and realized and
unrealized appreciation in market value
of investments (Notes C and E) ............ 1,359,996
----------- -----------
4,828,075 2,707,038
----------- -----------
Deductions
Participants' withdrawals (Note A) ........... 1,448,355 1,482,987
Expenses (Note A) ............................ 23,279 31,300
Unrealized depreciation in market value
of investments (Notes C and E) ............ 341,655
----------- -----------
1,471,634 1,855,942
----------- -----------
NET INCREASE ....................... 3,356,441 851,096
Net assets available for plan benefits
Beginning of year ............................ 9,477,615 8,626,519
----------- -----------
End of year .................................. $12,834,056 $ 9,477,615
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
Computer Horizons Corp. Employee Savings Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
NOTE A - DESCRIPTION OF THE PLAN
The following description of Computer Horizons Corp. Employee Savings Plan
(the "Plan") provides only general information. Participants should refer
to the Plan Agreement for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution employee profit-sharing plan, covering
all eligible employees.
The Plan was established effective April 1, 1983, and amended as of January
1, 1984 and May 31, 1989, to be a qualified profit sharing plan under
Internal Revenue Code Section 401(a), with a qualified cash or deferred
arrangement under Internal Revenue Code Section 401(k).
The Plan was further amended and restated effective January 1, 1990 to
comply with the requirements of the Tax Reform Act of 1986 and all
applicable Federal laws subsequently enacted and relating thereto. A
favorable determination letter dated September 1995 was received from the
Internal Revenue Service.
Contributions
Participants may elect to make pretax contributions in accordance with the
provisions of the Plan. The Plan's sponsor, Computer Horizons Corp. (the
"Company"), matches participants' pretax contributions in accordance with
the provisions of the January 1, 1990 Plan Agreement.
Participant Accounts and Vesting
Separate accounts are maintained for each participant's contributions and
earnings thereon. The participant may direct that the account be invested
in one or more Funds permitted by the Plan (Note C). Upon termination of
employment, a participant is entitled to 100% of the value of his Salary
Deferral account balance (pretax contributions of three to fifteen percent
of compensation not to exceed maximum as specified in agreement), Voluntary
Post Tax account balance (post-tax contributions of one to ten percent of
compensation) and Rollover Account balance (participants' qualifying
rollover distributions), plus a specified percentage of their Employer
Matching account balance (participants' share of employer matching
<PAGE>
Computer Horizons Corp. Employee Savings Plan
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1995 and 1994
NOTE A (continued)
contributions) based upon the vesting provisions of the Plan (25% vested
after three years of service, 50% vested after four years of service, 100%
vested after five years of service). Forfeitures resulting from application
of the vesting provisions are maintained separately by the Plan and are
used to pay plan expenses or for Employer Matching Contributions.
Withdrawals and Distributions Upon
Termination of Employment
Upon termination of employment for any reason, a participant's account
balance or periodic payments thereof will be distributed to the participant
or designated beneficiary, at their option. However, if the value of a
participant's account is greater than $3,500, the participant's account
will not be distributed before his normal retirement date without the
written election of the participant. A participant may modify an election
thereafter.
Loans to Participants
The Plan provides for loans to participants to a maximum of the lesser of
(1) $50,000 or (2) 50% of the participant's account balance. The loans are
payable over a maximum of five years unless the loan is used to acquire a
principal residence, in which case the maximum term is fifteen years with
interest as specified in the Plan.
Termination
Although it has not expressed any intent to do so, the Company reserves the
right to terminate the Plan at any time. Termination of the Plan shall
result in discontinuance of all future Plan contributions and in full and
immediate vesting for each participant of the entire amount standing to
their credit; there shall not be any forfeitures with respect to any
participant for any reason.
Administrative Expense
All administrative expenses, in excess of those fees charged by the Plan's
Custodian, are borne by the Company.
<PAGE>
Computer Horizons Corp. Employee Savings Plan
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1995 and 1994
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles as applied to profit sharing plans and in accordance with the
terms of the trust agreement. The assets of the Plan are valued at quoted
market value, except for the Guaranteed Fund which is valued at contract
value, which approximates fair value. The Plan is subject to certain
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
NOTE C - INVESTMENT OF FUNDS
All contributions are remitted to Merrill Lynch and invested, at the
election of the participant, in one or a combination of funds. The funds
available to participants from Merrill Lynch are the Guaranteed Fund and
various mutual stock funds. The following is a brief description of the
funds available.
Guaranteed Fund
Contributions to the Guaranteed Fund are invested primarily under
guaranteed investment contracts or contracts with one or more insurance
companies guaranteeing an annual effective interest rate for specified
periods. The guaranteed investment contracts are included in the financial
statements at contract value, which approximates fair value, as reported to
the Plan by the insurance companies. The amounts remitted to insurance
companies for guaranteed income contracts become the assets of those
companies, which, in turn, assume an obligation to fulfill the contract
terms. The ultimate ability to repay principal and interest is dependent
upon the financial stability of the insurance companies.
Guaranteed investment contracts at December 31 consist of the following:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
ITT Hartford Life Insurance Company .... $3,405,614
The Travelers Insurance Company ........ 1,046,507 $3,234,632
UNUM Life Insurance Company ............ 860,174
---------- ----------
$4,452,121 $4,094,806
========== ==========
</TABLE>
<PAGE>
Computer Horizons Corp. Employee Savings Plan
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1995 and 1994
NOTE C (continued)
Mutual Stock Funds
Investments in securities are valued at quoted market value and at December
31 consist of the following:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Fidelity Magellan Fund ................. $4,221,618 $2,827,936
20th Century Growth Investors Fund ..... 1,140,157 802,822
Vanguard Index Trust 500 Portfolio ..... 1,316,117 699,953
Vanguard Wellington Fund ............... 1,234,504 782,981
---------- ----------
$7,912,396 $5,113,692
========== ==========
</TABLE>
Company Stock Fund
Effective January 1, 1996, participants may invest new contributions in
the Company Stock Fund, which will invest in the common stock of the Plan
Sponsor, Computer Horizons Corp. Merrill Lynch, as an independent agent,
will invest in the Company shares that will be obtained by Merrill Lynch
directly from the Company out of its authorized but unissued shares of
common stock, out of its treasury shares, or on the open market.
NOTE D - TAX STATUS OF PLAN
The Plan is qualified under Section 401(a) of the Internal Revenue Code
and, accordingly, the earnings of the Plan are exempt from Federal income
taxation. The participants' contributions and shares of the earnings of the
Plan are not taxable to them until withdrawn from the Plan.
NOTE E - INVESTMENTS IN SECURITIES
During 1995 and 1994, the Plan's investments in mutual stock funds
(including investments bought, sold, and held during the year) appreciated
(depreciated) in value by $1,359,996 and $(341,655), respectively.
Information relating to investment income is not maintained by the
Custodian; accordingly, investment income is included with the realized and
unrealized appreciation in market value of investments.
<PAGE>
Computer Horizons Corp. Employee Savings Plan
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1995 and 1994
NOTE F - PLAN ACTIVITY
The following is a summary of plan activity by fund which includes an
allocation of contributions receivable and loans receivable:
<TABLE>
<CAPTION>
Year ended December 31, 1995
----------------------------------------------------------------------------
Mutual Stock Funds
------------------------------------------------------------
20th Century
Growth Fidelity Vanguard Vanguard
Guaranteed Investors Magellan Index Wellington
Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at beginning of year ......... $ 4,255,222 $ 821,156 $ 2,907,146 $ 704,660 $ 789,431
------------ ------------ ------------ ------------ ------------
Additions
Employees' contributions .............. 923,515 276,577 702,215 263,738 264,688
Employer's contributions .............. 84,204 31,695 82,991 28,693 30,812
Interest income ....................... 276,873 156,274 238,543 27,559 58,270
Unrealized appreciation in market value
of investments ..................... 9,995 851,046 266,704 221,027
------------ ------------ ------------ ------------ ------------
1,284,592 474,541 1,874,795 586,694 574,797
------------ ------------ ------------ ------------ ------------
Deductions
Participants' withdrawals ............. (786,633) (91,311) (381,793) (88,897) (99,721)
Expenses/adjustments .................. (8,927) (2,262) (3,417) (2,079) (2,231)
Transfers ............................. (74,509) (24,701) (30,806) 134,557 (4,541)
------------ ------------ ------------ ------------ ------------
(870,069) (118,274) (416,016) 43,581 (106,493)
------------ ------------ ------------ ------------ ------------
Net assets available for plan
benefits at end of year ............... $ 4,669,745 $ 1,177,423 $ 4,365,925 $ 1,334,935 $ 1,257,735
============ ============ ============ ============ ============
Investments ............................... $ 4,452,121 $ 1,140,157 $ 4,221,618 $ 1,316,117 $ 1,234,504
Contribution receivable ................... 34,363 14,269 35,543 12,766 13,674
Loans receivable .......................... 183,261 22,997 108,764 6,052 9,557
------------ ------------ ------------ ------------ ------------
$ 4,669,745 $ 1,177,423 $ 4,365,925 $ 1,334,935 $ 1,257,735
============ ============ ============ ============ ============
<PAGE>
<CAPTION>
Year ended December 31, 1995
----------------------------
Mutual Stock Funds
------------------
Total
Other, fund
net balance
------------ ------------
<S> <C> <C>
Net assets available for plan
benefits at beginning of year ......... $ 9,477,615
------------
Additions
Employees' contributions .............. $ 21,432 2,452,165
Employer's contributions .............. 258,395
Interest income ....................... 757,519
Unrealized appreciation in market value
of investments ..................... 11,224 1,359,996
------------ ------------
32,656 4,828,075
------------ ------------
Deductions
Participants' withdrawals ............. (1,448,355)
Expenses/adjustments .................. (4,363) (23,279)
Transfers .............................
------------ ------------
(4,363) (1,471,634)
------------ ------------
Net assets available for plan
benefits at end of year ............... $ 28,293 $ 12,834,056
============ ============
Investments ............................... $ 28,293 $ 12,392,810
Contribution receivable ................... 110,615
Loans receivable .......................... 330,631
------------ ------------
$ 28,293 $ 12,834,056
============ ============
</TABLE>
<PAGE>
Computer Horizons Corp. Employee Savings Plan
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1995 and 1994
NOTE F (continued)
The following is a summary of plan activity by fund which includes an
allocation of contributions receivable and loans receivable:
<TABLE>
<CAPTION>
Year ended December 31, 1994
--------------------------------------------------------------------------------------
Mutual Stock Funds
--------------------------------------------------------
20th Century
Growth Fidelity Vanguard Vanguard Total
Guaranteed Investors Magellan Index Wellington fund
Fund Fund Fund Fund Fund balance
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at beginning of year ......... $ 4,186,219 $ 688,002 $ 2,510,460 $ 599,593 $ 642,245 $ 8,626,519
----------- ----------- ----------- ----------- ----------- -----------
Additions
Employees' contributions .............. 680,698 249,754 633,920 178,711 226,423 1,969,506
Employer's contributions .............. 62,325 27,159 74,305 19,751 26,246 209,786
Interest income ....................... 249,361 120,839 103,431 20,957 33,158 527,746
----------- ----------- ----------- ----------- ----------- -----------
992,384 397,752 811,656 219,419 285,827 2,707,038
----------- ----------- ----------- ----------- ----------- -----------
Deductions
Participants' withdrawals ............. (605,660) (159,631) (476,077) (111,528) (130,091) (1,482,987)
Expenses/adjustments .................. (22,275) (1,581) (4,838) (1,130) (1,476) (31,300)
Unrealized depreciation in market value
of investments ..................... (133,116) (158,901) (13,101) (36,537) (341,655)
Transfers ............................. (295,446) 29,730 224,846 11,407 29,463
----------- ----------- ----------- ----------- ----------- -----------
(923,381) (264,598) (414,970) (114,352) (138,641) (1,855,942)
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for plan
benefits at end of year ............... $ 4,255,222 $ 821,156 $ 2,907,146 $ 704,660 $ 789,431 $ 9,477,615
=========== =========== =========== =========== =========== ===========
Investments ............................... $ 4,094,806 $ 802,822 $ 2,827,936 $ 699,953 $ 782,981 $ 9,208,498
Contribution receivable ................... 8,542 4,353 11,153 3,074 3,960 31,082
Loans receivable .......................... 151,874 13,981 68,057 1,633 2,490 238,035
----------- ----------- ----------- ----------- ----------- -----------
$ 4,255,222 $ 821,156 $ 2,907,146 $ 704,660 $ 789,431 $ 9,477,615
=========== =========== =========== =========== =========== ===========
</TABLE>
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
Computer Horizons Corp. Employee Savings Plan
EIN: 13-2638902, Plan # 001
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
<TABLE>
<CAPTION>
(a) (b) Identity of issuer, borrower, (e) Current
lessor or similar party (c) Description of investment (d) Cost value
--------------------- ------------------------- ---- -------
<S> <C> <C> <C> <C>
Group Annuity Contracts, Provide a guaranteed interest
at contract value rate for a specified period of
time.
The Travelers
Insurance Co.
6.76% * $ 367,964
5.39% * 678,543
Hartford Life
Insurance Company
7.79% * 3,405,614
---------
$4,452,121
==========
Mutual Funds
Fidelity Magellan Fund, A growth mutual fund designed to provide * $4,221,618
49,100.01 shares more aggressive investors with long-term
capital growth.
Twentieth Century Growth An aggressive growth mutual fund designed to
Investors Fund, provide long-term capital appreciation. * 1,140,157
58,801.92 shares
Vanguard Index Trust - 500 An indexed growth and income mutual fund
Portfolio, designed to match the investment performance
22,849.87 shares of the Standard & Poors 500 Composite
Stock Price Index. * 1,316,117
Vanguard Wellington Fund, A balanced mutual fund designed to conserve
50,532.33 shares principal and provide reasonable income
return and growth. * 1,234,504
$7,912,396
Participant loans receivable,
with
interest which ranges from
3.69% to 6.25% $ - $ 330,631
===== ===========
</TABLE>
* Cost information was not available, as this information is not maintained.
<PAGE>
Computer Horizons Corp. Employee Savings Plan
EIN: 13-2638902, Plan # 001
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 1995
<TABLE>
<CAPTION>
(a) Identity of party (b) Description Number of (c) Purchase Number (d) Selling
involved of assets purchases price of sales price *
------------------- --------------- ----------- ----------- --------- ---------
<S> <C> <C> <C>
UNUM Life Insurance Guaranteed Annuity $2,874,326
Company Contract
Hartford Insurance Guaranteed Annuity $3,682,075
Company Contract
Twentieth Century Mutual Fund 537,463
Growth Investors Fund
Vanguard Index Trust - Mutual Fund 472,714
500 Portfolio
Fidelity Magellan Fund Mutual Fund 1,247,836
Fidelity Magellan Fund Mutual Fund 710,535
<PAGE>
<CAPTION>
(h)
Current
value
of asset
(a) Identity of party (g) Cost of on trans- (i) Net gain
involved asset action date or (loss)
------------------- ---------- ----------- ---------
<S> <C> <C> <C>
UNUM Life Insurance * $2,874,328
Company
Hartford Insurance * 3,682,075
Company
Twentieth Century * 537,463
Growth Investors Fund
Vanguard Index Trust - * 472,714
500 Portfolio
Fidelity Magellan Fund * 1,247,836
Fidelity Magellan Fund * 710,535 $152,828
</TABLE>
* Cost information was not available, as this information is not maintained.
Note: Columns (e) and (f), lease rental and expense incurred with transaction,
respectively, are not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
Computer Horizons Corp. Employee Savings Plan
Date: June 28, 1996 /s/ Bernhard Hubert
----------------------
By: Bernhard Hubert
Title: Executive Vice President
