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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
February 24, 1998
_______________________________
Date of Report (Date of earliest event reported)
COMPUTER HORIZONS CORP.
(exact name of registrant as specified in its charter)
NEW YORK 0-7282 13-2638902
___________________ ______________________ __________________
(State or other Commission File Number (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
49 OLD BLOOMFIELD AVENUE, MOUNTAIN LAKES, NEW JERSEY 07046-1495
______________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(973) 299-4000
_______________________________________________________________
(Registrant's telephone number, including area code)
NOT APPLICABLE
_______________________________________________________________
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER REPORTABLE EVENTS
Pursuant to the Agreement and Plan of Merger, dated as
of December 2, 1997, among Computer Horizons Corp., a New York
corporation ("Computer Horizons"), CG Computer Services
Corporation, a California corporation ("CG"), CHC Acquisition
Corp., a California corporation and wholly-owned subsidiary of
Computer Horizons ("Sub"), Alan R. Grushcow and Sabina Ephraim,
the merger of Sub with and into CG (the "Merger") was consummated
on December 19, 1997. Pursuant to the Merger, CG became a
wholly-owned subsidiary of Computer Horizons and each of the
shares of common stock, no par value, of CG that were outstanding
immediately prior to the consummation of the Merger was converted
into the right to receive .79033 shares of common stock, par
value $.l0, of Computer Horizons.
In connection with meeting the requirements for ending
the pooling restrictions on resales of stock acquired by the
former shareholders of CG in the Merger, the press release dated
February 24, 1998 with respect to the combined operations of
Computer Horizons and CG for the one month period ended January
30, 1998 is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a)and (b)Not applicable.
(c) The following documents are furnished as Exhibits to
this Current Report on Form 8-K/A pursuant to Item 601
of Regulation S-K:
99.1 Press release dated February 24, 1998.
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: February 25, 1998
By: /s/ William J. Murphy
Name: William J. Murphy
Title: Chief Financial Officer
EXHIBIT INDEX
DOC. NO. DOCUMENT DESCRIPTION
99.1 Press Release dated February 24, 1998.
COMPUTER HORIZONS REPORTS JANUARY 1998 RESULTS
MOUNTAIN LAKES, NEW JERSEY, February 24, 1998 -- COMPUTER
HORIZONS CORP. (NASDAQ:CHRZ) today reported results for the month
ending January 30, 1998.
January revenues advanced by 50% in 1998 to $33,109,000 from
$22,146,000 in the month of January, 1997. Net income increased
to $2,605,000 in January, 1998 from $843,000 in 1997. Earnings
per share (diluted) increased to $.09 in January, 1998 in
comparison to $.03 in January, 1997.
Results for the first quarter of 1998 are currently scheduled to
be reported in the last week of April, 1998.
-more-
Computer Horizons Corp. and Subsidiaries
Consolidated Condensed Statements of Income (unaudited)
(In thousands, except per share data)
ONE MONTH ENDED
JAN 30, 1998 JAN 30, 1997
Revenues $33,109 $22,146
Direct Costs 22,030 15,774
Gross Profit 11,079 6,372
% 33.5% 28.8%
Selling, General & Admin 6,622 4,997
% 20.0% 22.6%
Merger Related Expenses 100 --
Income from Operations 4,357 1,375
% 13.2% 6.2%
Net Interest Income 405 18
Equity in JV Net Earnings (Loss) (25) 85
Income Before Income Taxes $4,737 $1,478
Income Taxes 2,132 635
Net Income 2,605 843
Earnings Per Share:
Basic $.09 $.03
Diluted $.09 $.03
Weighted Average Number
of Shares Outstanding:
Basic 27,808,000 24,690,000
Diluted 29,262,000 26,135,000
COMPUTER HORIZONS CORP. (Nasdaq:CHRZ) founded in 1969, is a
diversified information technology services company with 3,700
employees. Through its international network of 45 offices, it
provides clients with resource augmentation, 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 millennium date-change problem,
CHC's Signature 2000TM. For more information, visit the Computer
Horizons website at www.chccorp.com.
********
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 the Company's industry and competition.
