SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 30, 1998
COMPUTER HORIZONS CORP.
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(Exact name of Registrant as specified in its Charter)
NEW YORK 0-7282 13-2638902
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
49 OLD BLOOMFIELD AVENUE, MOUNTAIN LAKES, NEW JERSEY 07046-1495
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(Address of Principal Executive Offices) (Zip Code)
(973) 299-4000
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1998, Computer Horizons Corp., a New York corporation (the
"Company"), announced that it had completed the acquistion of Spargo Consulting
PLC, a corporation organized under the laws of the United Kingdom ("Spargo"). On
June 3, 1998, the Company commenced a share for share offer (the "Offer") to the
holders of the issued and outstanding ordinary shares of Spargo (the "Spargo
Shares") to exchange 0.15096 shares of the Company's common stock, $.10 par
value per share (the "Computer Horizons Common Stock"), for each of the
12,500,000 issued and outstanding Spargo Shares. A registration statement on
Form S-4 relating to the Offer was filed with the Securities and Exchange
Commission on May 22, 1998 and was declared effective on June 2, 1998.
The Offer was subject to certain conditions, including the receipt of
acceptances with respect to not less than 90% of the Spargo Shares. As of June
24, 1998, acceptances had been received with respect to 11,491,238 Spargo
Shares, comprising 91.93% of the outstanding Spargo Shares. The Company formally
declared on June 30, 1998 that each other condition to the consummation of the
Offer had been satisfied, and thereby became obligated pursuant to the terms of
the Offer to acquire the Spargo Shares with respect to which acceptances had
been received. The Company has initiated proceedings in the United Kingdom
pursuant to which it will acquire the remaining Spargo Shares in exchange for
Computer Horizons Common Stock at the same rate of exchange as that reflected in
the Offer.
Spargo is an information technology consultant in the United Kingdom.
It offers a range of services in software applications including design,
production, maintenance and upgrades of software for a variety of business
applications.
A copy of the Company's June 30, 1998 press release has been filed as
an exhibit to this report and is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) and (b) None.
(c) The following document is furnished as an Exhibit to this Current
Report on Form 8-K pursuant to Item 601 of Regulation S-K:
20. Press release dated June 30, 1998 of Computer Horizons Corp.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPUTER HORIZONS CORP.
Date: July 14, 1998 By: /s/William J. Murphy
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Name: William J. Murphy
Title: Chief Financial Officer
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EXHIBIT INDEX
DOC. NO. DOCUMENT DESCRIPTION
20. Press release dated June 30, 1998 of Computer Horizons Corp.
COMPUTER HORIZONS COMPLETES ACQUISITION OF
UK-BASED SPARGO CONSULTING PLC
Company Expands Solutions, EMU and International Capabilities
MOUNTAIN LAKES, N.J., June 30, 1998--Continuing its aggressive
globalization program, Computer Horizons Corp. (NASDAQ:CHRZ), a diversified
information services and proudcts company, today announced that its offer for
London Stock Exchange-listed Spargo Consulting PLC has been successfully
completed.
The offer, on June 3, 1998, became wholly unconditional with
acceptances aggregating over 90% of Spargo Consulting's issued shared capital.
Computer Horizons therefore has the right under English Company Law to acquire
compulsorily the remaining shareholdings of those Spargo Consulting stockholders
on the same terms as the initial offer.
Computer Horizons is acquiring Spargo Consulting in exchanges for
common stock. Under the terms of the offer, each share of Spargo Consulting
receives 0.15096 of a share of Computer Horizons common stock. The transaction
involves the issue of approximately 1.9 million shares of common stock
representing slightly less than 6.6% of Computer Horizons' current outstanding
common stock, with an approximate value of $67.4 million. Spargo Consulting's
board of directors recommended the offer to its shareholders.
"After carefully reviewing dozens of acquisition candidates, we
selected Spargo Consulting because it best matched our strategic goals," stated
John Cassese, President and Chairman of Computer Horizons. "Further, based on
their historical financial performance, we believe the acquisition will be
immediated accretive. A successful UK IT solutions firm, Spargo has been able to
attract an impressive array of blue chip clients, many of which are the European
affiliates of US headquartered Fortune 500 companies. Expanding upon their
current strategic offerings--including thier emerging EMU practice--matches our
stated beyond Year 2000 strategy."
"The acquisition of Spargo Consulting further enables Computer Horizons
to better respond to the growing demand for our services in the UK, and
complements our existing strengths in the US market. Spargo Consulting brings
with it considerable infrastructure and an experienced management team which
will strengthen Computer Horizons' global presence. Up to now, the amount of
Computer Horizons revenue derived from sources outside the U.S. has not been
significant," added William J. Murphy, Chief Financial Officer and Executive
Vice President of Computer Horizons.
Tony Spargo, President of Spargo Consultings, who wil be staying with
the acquired company, stated, "The acqusition will enable, for the first time,
Spargo Consulting to service its customers on the US side of the Atlantic while
increasing its offerings on the British side. Being able to add Computer
Horizons' Year 2000 capabilities to our EMU practice will be a win-win situation
for all of our clients."
<PAGE>
"Spargo Consulting has built itself into a leading UK-based information
technology service provider," said Bob Morton, Chairman of Spargo Consulting.
"By combining with Computer Horizons we can expand and develop the range of
services that we can offer, add resources to support our growing client base and
enhance our quality of service."
Spargo Consulting is an information technology consultancy service
provider in the UK offering a range of services in software applications
including build, maintenance and enhancement, for a largely blue chip client
base in the UK. Spargo Consulting's target customer base comprises large
computer users in major corporations, financial institutions and leading
consulting companies based in the UK, the US and Western Europe. Spargo
Consulting's client list includes TSB Plc, Xerox Limited, J.P. Morgan, J.H.
Marsh & McLellan Limited and Ladbroke Raacing Limited.
Computer Horizons Corp., founded in 1969, is a diversified information
technology services company with 4,000 employees worldwide. Through its
international network of 50 offices in the US, UK, and Canada, it provides
clients with resource augmentation and advanced technology solutions to business
problems through applications development, client/server migration, network
management, emerging technologies, and legacy systems maintenance, including its
industry-leading solution to the millenium date-change problem, Signature 2000.
Please visit our Web site at http://www.computerhorizons.com. E-mail address for
more information is: [email protected].
This press release includes certain "forward-looking statements" for
purposes of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 that involves risks and uncertainties that could cause actual
results to differ materially. Such statements are based upon, among other
things, assumptions made by, and information currently available to, management,
including management's own knowledge and assessment of Computer Horizons'
industry and competition.
CONTACT: David Reingold/William Murphy Stacy Lipschitz/Laura Hupprich
Computer Horizons Ruder Finn
(973) 299-4000 (212) 583-2757/ (212) 593-6387
[email protected] [email protected]
[email protected] [email protected]
