<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997
REGISTRATION NO. 333-33665
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
COMPUTER HORIZONS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
NEW YORK 13-2638902
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
49 OLD BLOOMFIELD AVENUE
MOUNTAIN LAKES, NEW JERSEY 07046-1495
(973) 299-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN J. CASSESE
COMPUTER HORIZONS CORP.
49 OLD BLOOMFIELD AVENUE
MOUNTAIN LAKES, NEW JERSEY 07046-1495
(973) 299-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
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<S> <C> <C>
DENNIS M. DIVENUTA, ESQ. ROBERT A. CANTONE, ESQ. CARLA S. NEWELL, ESQ.
COMPUTER HORIZONS CORP. HENRY E. LICHTENBERGER, ESQ. ANTHONY J. MCCUSKER, ESQ.
49 OLD BLOOMFIELD AVENUE PROSKAUER ROSE LLP GUNDERSON DETTMER
MOUNTAIN LAKES, NEW JERSEY 07046-1495 1585 BROADWAY STOUGH VILLENEUVE
PHONE: 973-299-4000 NEW YORK, NEW YORK 10036 FRANKLIN & HACHIGIAN, LLP
FAX: 973-402-7988 PHONE: 212-969-3000 155 CONSTITUTION DRIVE
FAX: 212-969-2900 MENLO PARK, CALIFORNIA 94025
PHONE: 650-321-2400
FAX: 650-321-2800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Post Effective
Amendment.
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<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post Effective
Amendment No. 1 to its 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 the 24th day of September, 1997.
COMPUTER HORIZONS CORP.
By: /s/ JOHN J. CASSESE
------------------------------------
John J. Cassese
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to its Registration Statement has been signed by the
following persons in the capacities indicated on September 24, 1997.
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<C> <S>
/s/ JOHN J. CASSESE Chairman of the Board, President and Chief
- --------------------------------------------- Executive Officer
John J. Cassese
/s/ WILLIAM J. MURPHY* Executive Vice President and Chief Financial
- --------------------------------------------- Officer
William J. Murphy (Principal Financial Officer) and Secretary
/s/ MICHAEL J. SHEA* Vice President, Chief Accounting Officer and
- --------------------------------------------- Controller
Michael J. Shea (Principal Accounting Officer)
/s/ THOMAS J. BERRY* Director
- ---------------------------------------------
Thomas J. Berry
/s/ ROCCO J. MARANO* Director
- ---------------------------------------------
Rocco J. Marano
*By: /s/ JOHN J. CASSESE
- ---------------------------------------------
John J. Cassese
Attorney-in-Fact
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II-5
<PAGE> 3
EXHIBIT INDEX
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<CAPTION>
EXHIBIT DESCRIPTION INCORPORATED BY REFERENCE TO
- ------- ---------------------------------------- ----------------------------------------
<S> <C> <C>
1.1+ Form of Underwriting Agreement Among the
Company and Alex. Brown & Sons
Incorporated as Representatives of the
Underwriters, UBS Securities, Furman,
Selz, LLC and Punk, Ziegel & Company
L.P.
3(a-1)+ Certificate of Incorporation as amended Exhibit 3(a) to Registration Statement
through 1971 on Form S-1 (File No. 2-42259)
3(a-2)+ Certificate of Amendment dated May 16, Exhibit 3(a-2) to Form 10K for the
1983 to Certificate of Incorporation fiscal year ended February 28, 1983
3(a-3)+ Certificate of Amendment dated June 15, Exhibit 3(a-3) to Form 10K for the
1988 to Certificate of Incorporation fiscal year ended December 31, 1988
3(a-4)+ Certificate of Amendment dated July 6, Exhibit 3(a-4) to Form 10K for the
1989 to Certificate of Incorporation fiscal year ended December 31, 1994
3(a-5)+ Certificate of Amendment dated February Exhibit 3(a-4) to Form 10K for the year
14, 1990 to Certificate of Incorporation ended December 31, 1989
3(a-6)+ Certificate of Amendment dated May 1, Exhibit 3(a-6) to Form 10K for the
1991 to Certificate of Incorporation fiscal year ended December 31, 1989
3(a-7)+ Certificate of Amendment dated July 12, Exhibit 3(a-7) to Form 10K for the
1994 to Certificate of Incorporation fiscal year ended December 31, 1994
3(b)+ Bylaws, as amended and presently in Exhibit 3(b) to Form 10K for the year
effect ended December 31, 1988
4(a)+ Rights Agreement dated as of July 6,1989 Exhibit 1 to Registration Statement on
between the Company and Chase Manhattan Form 8-A dated July 7, 1989
(formerly known as Chemical Bank), as
Rights Agent ("Rights Agreement") which
includes the form of Rights Certificate
as Exhibit B
4(b)+ Amendment No. 1 dated as of February 13, Exhibit 1 to Amendment No. 1 on Form 8
1990 to Rights Agreement dated February 13, 1990 to Registration
Statement on Form 8-A
4(c)+ Amendment No. 2 dated as of August 10, Exhibit 4(c) to Form 10K for the fiscal
1994 to Rights Agreement year ended December 31, 1994
4(d)+ Employee's Savings Plan and Amendment Exhibit 4.4 to Registration Statement on
Number One Form S-8 dated December 5, 1995
4(e)+ Employee's Savings Plan Trust Agreement Exhibit 4.5 to Registration Statement on
as Amended and Restated Effective Form S-8 dated December 5, 1995
January 1, 1996
5 Opinion of Proskauer Rose LLP
10(a)+ Employment Agreement dated as of Exhibit 10(a) to Form 10K for the fiscal
February 16, 1990 between the Company year ended December 31, 1989
and John J. Cassese
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<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION INCORPORATED BY REFERENCE TO
- ------- ---------------------------------------- ----------------------------------------
<S> <C> <C>
10(b)+ Employment Agreement dated as of March Exhibit 10(c) to Form 10K for the fiscal
6, 1997 between the Company and Michael year ended December 31, 1996
J. Shea
10(c)+ Note Agreement dated as of March 15, Exhibit 10(i) to Form 10K for the fiscal
1998 between the Company and year ended December 31, 1988
Massachusetts Mutual Life Insurance
Company
10(d)+ 1991 Directors' Stock Option Plan, as Exhibit 10(g) to Form 10K for the fiscal
amended year ended December 31, 1994
10(e)+ 1994 Incentive Stock Option and Exhibit 10(h) to Form 10K for the fiscal
Appreciation Plan year ended December 31, 1994
10(f)+ $10,000,000 Discretionary Line of Credit Exhibit 10(h) to Form 10K for the fiscal
from PNC Bank year ended December 31, 1996
10(g)+ Employment Agreement dated as of January
1, 1997 between the Company and William
J. Murphy
10(h)+ $15,000,000 Discretionary Line of Credit
from Chase Manhattan Bank dated as of
June 30, 1997
11+ Statement regarding computation of per
share earnings (for the years ended
December 31, 1994, 1995 and 1996)
23.1 Consent of Grant Thornton LLP
23.2 Consent of Proskauer Rose LLP (included as part of Exhibit No. 5)
24+ Power of Attorney (included on the
signature page of the Registration
Statement)
27+ Financial Data Schedule
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- ---------------
+ Previously filed.
<PAGE> 1
Exhibit 5
[PROSKAUER LETTERHEAD]
September 22, 1997
Computer Horizons Corp.
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046
Dear Sirs:
We have acted as counsel to Computer Horizons Corp. (the "Company"), a New
York corporation, in connection with the preparation and filing of the Company's
Registration Statement on Form S-3 (Registration No. 333-33665) ("the
Registration Statement") under the Securities Act of 1933 relating to the
proposed offering by the Company of 2,500,000 shares of its common stock
(plus up to 450,000 additional shares of its common stock to cover
overallotments) and the proposed offering by certain selling shareholders
of up to 500,000 shares of the Company's common stock.
We have made such investigation and examined such documents and records
(including certificates of certain public officials and certificates
furnished by officers of the Company) as we have deemed necessary,
and on that basis we are of the following opinion:
1. The shares of the Company's common stock to be offered by the
Company to the public pursuant to the Registration Statement (including
the additional shares issuable to cover overallotments) have been duly
authorized and, when issued and paid for in the manner described in
the Registration Statement, will be validly issued and fully paid and
nonassessable (subject to Section 630 of the New York Business Corporation
Law).
2. The shares of the Company's common stock to be offered by certain
selling shareholders to the public pursuant to the Registration Statement
have been duly authorized and are validly issued and fully paid and
nonassessable (subject to Section 630 of the New York Business Corporation
Law).
We consent to the use of our name under the caption "Legal Matters" in
the prospectus constituting a part of the Registration Statement and to the use
of this opinion for filing as exhibit 5.1 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 Securities Act
of 1933, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ PROSKAUER ROSE LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 27, 1997, accompanying the consolidated
financial statements of Computer Horizons Corp. appearing in the 1996 Annual
Report of the Company to its shareholders incorporated by reference in the
Annual Report on Form 10-K for the year ended December 31, 1996, and our report
dated January 27, 1997, accompanying the financial statement schedule included
in that Form 10-K, which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned reports and to the use of our name as it appears
under the caption "Experts."
/s/ GRANT THORTON LLP
- ----------------------
GRANT THORNTON LLP
Parsippany, New Jersey
September 22, 1997
