COMPUTER HORIZONS CORP.
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046-1495
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF SHAREHOLDERS
May 7, 1997
---------------
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 27, 1997, the Company had outstanding 16,233,702 shares of common
stock, $.10 par value, each share entitled to one vote. Only shareholders of
record at the close of business on March 27, 1997, 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 4, 1997. Proxies for the annual meeting will be solicited by mail
and through brokerage institutions by a solicitor 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. The affirmative vote of
holders of record at the close of business on the record date of a majority of
the outstanding shares of common stock is required to approve the proposed
Amendment to the Company's Certificate of Incorporation. Under New York law,
abstentions are considered in determining the number of votes required to attain
a majority of the outstanding shares in connection with the proposed amendment
to the Certificate of Incorporation. Because this proposal requires the
affirmative vote of a majority of all outstanding shares entitled to vote for
approval, an abstention or broker non-vote on this proposal will have the same
legal effect as a vote against such proposal. 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 27, 1997 (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 ................................. 1,529,935(1) 9.2%
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Bernhard Hubert ................................. 320,488(1) 2.0%
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Michael J. Shea ................................. 6,825(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Thomas J. Berry ................................. 58,425(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Rocco J. Marano ................................. 27,000(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Wilfred R. Plugge ............................... 37,796(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
All directors and executive ..................... 1,980,469(3) 11.8%
officers as a group(seven persons)
Putnam Investments, Inc. ........................ 2,160,399(4) 13.4%
Essex Investment Management Company ............. 930,263(5) 7.75%
- ----------
(1) Includes 457,682 shares issuable upon exercise of options granted under the
Company's 1985 (as amended) and 1994 Incentive Stock Option and Appreciation
Plans, as follows:
<PAGE>
Cassese, 389,690; Hubert 65,180, and Shea, 2,812. Also includes 90,925 shares
issuable upon exercise of options granted under the Company's 1991 Directors'
Stock Option Plan, as amended, as follows: Berry 58,425, Marano 19,000 and
Plugge 13,500.
(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 and the Company's 1991 Directors' Stock Option Plan, as amended, included
in Note 1.
(4) Putnam Investments, Inc. ("PI") on behalf of itself and Marsh & McLennan
Companies, Inc. Americas ("MMC"), Putnam Investment Management, Inc. ("PIM"),
the Putnam Advisory Company, Inc. ("PAC") and Putnam New Opportunities Fund,
filed a Schedule 13G Statement with the Securities and Exchange Commission
stating that as of January 27, 1997, through its wholly-owned registered
investment advisor subsidiaries, it may be deemed to have shared dispositive
power with respect to 2,160,399 shares of the Company's common stock and to have
shared voting power with respect to 316,484 of said shares. Putnam Investments,
Inc. and Marsh & McLennan disclaim beneficial ownership of all 2,160,399 of said
shares.
(5) Essex Investment Management Company filed a Schedule 13G Statement with the
Securities and Exchange Commission stating that as of January 10, 1997, it may
be deemed to have sole dispositive power with respect to 930,263 shares of the
Company's common stock and to have sole voting power with respect to 654,471 of
said shares. Essex Investment Management disclaims beneficial ownership of all
930,263 of said shares.
During 1996 Mr. Shea and Mr. Plugge each inadvertently filed a Form 4
as to one transaction and Mr. Berry concerning two transactions after the due
filing date.
<PAGE>
ELECTION OF DIRECTORS
The four 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 .......... 52 1969 Chairman and President of the Company
Thomas J. Berry .......... 72 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 .......... 69 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 ........ 72 1983 Retired 1987 as Vice President - International
Operations Division of SRI International (a private
research institute)
</TABLE>
The Board of Directors held 6 meetings during 1996. The Audit
Committee and the Compensation Committee, each consisting of the Board's outside
Directors (Messrs. Berry, Marano and Plugge), held 2 meetings each in 1996.
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.
<PAGE>
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.
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 Compensat Stock Options/ LTIP Compensa
Position Year Salary Bonus ion Awards SARs Payments tion(1)
- ----------------------------- ---- ------ ----- --- ------ ---- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
John J. Cassese ............. 1996 $375,000 $250,000 -- -- 50,000 -- $44,255
Chairman of the Board, 1995 360,000 300,000 -- -- 78,750 -- 44,328
President and Chief Executive
Officer 1994 325,000 150,000 -- -- 84,375 -- 14,328
Bernhard Hubert ............. 1996 225,000 75,000 -- -- 35,000 -- 7,457
Executive Vice President, 1995 215,000 175,000 -- -- 45,000 -- 7,444
Chief Financial Officer and
Secretary (2) 1994 200,000 75,000 -- -- 33,750 -- 7,297
Michael J. Shea ............. 1996 113,300 25,000 -- -- 10,000 -- 1,068
Vice President and Controller 1995* 82,500 16,000 -- -- 14,250 -- 169
</TABLE>
- ----------
* Started 3/6/95.
(1) In 1996, 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 and a term life insurance policy for Mr. Shea averaging $113,300.
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.
(2) Mr. Hubert resigned as Executive Vice President, Chief Financial Officer,
Secretary and as a Director of the Company effective December 31, 1996. Mr.
Hubert remains an employee of the Company in a transition function through June
30, 1997, at which time his employment is expected to terminate.
<PAGE>
The Company has non-qualified supplemental retirement benefit
agreements with Messrs. Cassese and Hubert. Under their agreements, Messrs.
Cassese and Hubert will be entitled to receive $2,000,000 and $1,000,000,
respectively, upon 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 or during the year of 1997,
Mr. Cassese's accrued and vested benefit would be $171,600; and Mr. Hubert's
accrued and vested benefit would be $65,000. 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.
<PAGE>
The following table sets forth certain information with respect to
options granted to the named executive officers in 1996. Such options were
granted under the Company's 1994 Incentive Stock Option and Appreciation Plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------
Potential Realizable Value at
Number of % of Total Assumed Annual Rates of
Securities Options Stock Price Appreciation for
Underlying Granted to Option Term
Options Employees in Exercise or Expiration -----------
Name Granted 1996 Base Price Date 5% 10%
- ---- ------- ---- ---------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
John J. Cassese 50,000 9.0 $ 21.00 1/17/06 $660,339 $1,673,430
Bernhard Hubert 35,000 6.3 21.00 1/17/06 462,238 1,171,401
Michael J. Shea 10,000 1.8 18.13 12/31/03 79,525 187,849
</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 1996 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, 1996 OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Shares Options at 12/31/96 Options at 12/31/96
Acquired Value ------------------- -------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John J. Cassese -- $ -- 289,690 -- $10,909,310 $ --
Bernhard Hubert 109,321 3,435,552 65,180 -- 1,705,928 --
Michael J. Shea 2,813 82,827 -- 21,437 -- 558,266
</TABLE>
<PAGE>
Employment Agreements
Mr. Cassese is a party to an Employment Agreement with the Company
which expires on February 15, 1998, and which provides for an 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 Agreement
provides, among other things, for an annual salary which is currently at the
rate of $375,000, with such increases and bonuses, if any, as the Company may
determine. The Agreement also provides that if Mr. Cassese 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
Agreement provides for an 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 Agreement also provides, in substance, that amounts
receivable by Mr. Cassese 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. Shea has an Employment Agreement with the Company which
automatically renews (unless terminated by either party) each March. The
Agreement provides for a current salary of $115,000, plus severance pay in the
event of termination of employment by the Company, of his then current 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.
<PAGE>
Fiscal 1996 Compensation
With respect to the Company's chief executive officer, the Committee
focused principally upon recommending to the Board an appropriate base salary
increase and incentive compensation. As noted above, the chief executive officer
is a party to an employment agreement with the Company that provides for base
salary increases and bonuses as the Company may determine. In the view of the
Committee, the base salary increase and bonus granted the chief executive
officer with respect to 1996, 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 1996, stock options were granted to Mr. Cassese
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 1996,
the Company incurred an expense of $12,000 each for Messrs. Berry, Plugge and
Marano.
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 its then 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 five (5) annual grants of 6,750 shares per grant and Mr. Marano
one (1) grant of 6,750 shares.
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 $55,000.
<PAGE>
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 the
Index of the Peer Group of Companies selected by the Company:
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
- --------------------------------FISCAL YEAR ENDING------------------------------
COMPANY 1991 1992 1993 1994 1995 1996
COMPUTER HORIZONS CORP 100 96.34 171.87 296.05 1249.37 1897.77
PEER GROUP 100 140.39 170.91 215.81 305.92 727.79
BROAD MARKET 100 100.98 121.13 127.17 164.96 204.98
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 1991.
The preceding graph compares the performance of the Company with the
Nasdaq Market Index and the Peer Group Index. The Peer Group Index is comprised
of four companies, each of whom is engaged not only in professional services,
but is also involved in emerging and prospective "total solutions". They are
Analysts International Corp., CIBER, Inc., Computer Task Group Inc. and Keane
Inc. Brandon Systems Corp. was included in the Peer Group for 1995 but not in
the Peer Group for 1996, as Brandon Systems Corp. was acquired during the year.
<PAGE>
PROPOSAL TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
On February 11, 1997, the Board of Directors unanimously approved and
authorized the submission to the Shareholders of, an amendment to the Company's
Certificate of Incorporation to increase the authorized number of shares of the
Company's Common Stock, par value $.10, from 30,000,000 to 60,000,000. The
proposed amendment requires the affirmative vote of the holders of a majority of
all shares of Common Stock outstanding as of the record date.
As of March 27, 1997 there were 16,233,702 shares of Common Stock
issued and outstanding. An aggregate 5,569,083 shares of Common Stock are
reserved for issuance pursuant to the Company's 1985 (as amended) and 1994
Incentive Stock Option and Appreciation Plans, the 1991 Directors' Stock Option
Plan, as amended, and outstanding Stock Purchase Warrants. This leaves a balance
of 8,197,215 authorized but unissued shares of Common Stock (including shares
held in treasury) available for future issuance.
The Board of Directors considers the proposed increase in the number
of authorized shares of Common Stock desirable because it would give the Board
the necessary flexibility to issue Common Stock in connection with and in
furtherance of general Corporate purposes, whether in the nature of stock
dividends and splits, acquisitions, financings, employee benefits or any other
appropriate Corporate purposes without the expense and delay that would arise if
there were insufficient authorized shares for a specific issuance, as
shareholder approval would then be needed to increase the authorized number of
shares. The Company has no present plans to issue any additional shares of
Common Stock, but reviews and evaluates potential Corporate actions on an
on-going basis to determine if such action would be in the best interest of the
Company and its shareholders. Depending on the nature of any future issuance of
common stock, further shareholder authorization may be required under New York
law or the rules of Nasdaq or any stock exchange on which the common stock may
then be listed.
The proposed increase in the number of authorized shares of common
stock could enable the Board of Directors to render more difficult or discourage
an attempt by another person or entity to obtain control of the Company.
Although the Board of Directors has no present intention of issuing additional
shares for such purpose, the Securities and Exchange Commission has indicated
that this potential use should be disclosed.
The Board of Directors unanimously recommends that shareholders vote
"FOR" approval of the proposed Amendment to increase the authorized shares of
common stock.
<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 31, 1997. 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
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, directors, officers and regular employees of
the Company may solicit proxies personally or by telephone without additional
compensation. The Company also has retained Regan & Associates, New York, New
York, to assist in soliciting proxies at a cost not to exceed $6,750 (which
includes expenses).
Proposals of shareholders intended to be presented at the annual
meeting to be held in 1998 must be received by the Company no later than
December 1, 1997, 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 person named in the enclosed form
of proxy will vote such proxies in accordance with his judgment on such matters.
Upon the written request of any shareholder as of March 27, 1997, a
copy of the Company's Annual Report on Form 10-K for the year ended December 31,
1996 (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,
William J. Murphy
Secretary
Mountain Lakes, New Jersey
April 4, 1997
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
COMPUTER HORIZONS CORP.
The undersigned appoints JOHN J. CASSESE as proxy 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 Parsippany Hilton, One
Hilton Court, Parsippany, NJ on Wednesday, May 7, 1997 at 10:00 A.M. and any
adjournment thereof.
If not otherwise indicated, this Proxy will be voted "FOR" the election of
Directors, "FOR" the Amendment to the Company's Certificate of Incorporation 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)
- --------------------------------------------------------------------------------
(1) Election of Directors: John J. Cassese, 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) To approve an Amendment to the Company's Certificate of Incorporation
increasing the authorized number of shares of the Company's common stock, par
value $.10, from 30,000,000 to 60,000,000.
For |_| Against |_| Abstain |_|
(3) Proposal to ratify the selection of Grant Thornton LLP as the Company's
independent auditors for the current year.
For |_| Against |_| Abstain |_|
(4) 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 above. |_|
<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 Parsippany Hilton, One Hilton Court, Parsippany, NJ, on Wednesday,
May 7, 1997 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 approve an Amendment to the Company's Certificate of Incorporation
increasing the authorized number of shares of the Company's common
stock, par value $.10, from 30,000,000 to 60,000,000.
3. To ratify the selection of the accounting firm of Grant Thornton LLP
as auditors for the Company's current year.
4. 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 27,
1997, are entitled to notice of and to vote at the meeting or any adjournment
thereof.
By Order of the Board of Directors,
WILLIAM J. MURPHY
Secretary
Mountain Lakes, New Jersey
April 4, 1997
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.
