COMPUTER HORIZONS CORP, DEF 14A, 1999-04-09

COMPUTER HORIZONS CORP
DEF 14A, 1999-04-09
COMPUTER INTEGRATED SYSTEMS DESIGN

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12

- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

COMPUTER HORIZONS CORP.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<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 Hamilton Park Conference Center, Florham Park, NJ, on Wednesday, May 5,
1999 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 the creation of the Company's Employee Stock Purchase Plan.

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 22, 1999 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 12, 1999

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.
<PAGE>
COMPUTER HORIZONS CORP.
49 OLD BLOOMFIELD AVENUE
MOUNTAIN LAKES, NEW JERSEY 07046-1495

------------------------

PROXY STATEMENT

------------------------

ANNUAL MEETING OF SHAREHOLDERS

MAY 5, 1999

------------------------

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 22, 1999, the Company had outstanding 31,476,647 shares of common stock,
$.10 par value, each share entitled to one vote. Only shareholders of record at
the close of business on March 22, 1999, 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
12, 1999. 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. 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, and abstentions and broker
non-votes will not be counted for this purpose.
<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 22, 1999 (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.

<TABLE>
<CAPTION>
AMOUNT
NAME AND ADDRESS OF BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS
- ---------------------------------------------------------------------------------- ------------------ -------------
<S> <C> <C>
John J. Cassese................................................................... 1,806,504(1) 5.6%
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
William J. Murphy................................................................. 135,100(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Michael J. Shea................................................................... 23,908(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Thomas J. Berry................................................................... 62,070(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
William M. Duncan................................................................. 10,000(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Rocco J. Marano................................................................... 79,500(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495

All directors and executive officers as a group (six persons)................... 2,107,082(3) 6.5%
Pilgrim Baxter & Associates, Ltd................................................ 1,959,010(4) 6.2%
</TABLE>

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(1) Includes 767,082 shares issuable upon exercise of options granted under the
Company's 1985 (as amended) and 1994 Incentive Stock Option and Appreciation
Plans, as follows: Cassese, 624,264; Murphy 134,100 and Shea, 8,718. Also
includes 123,500 shares issuable upon exercise of options granted under the
Company's 1991 Directors' Stock Option Plan, as amended, as follows: Berry
60,500; Duncan 10,000 and Marano 63,000.

(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) Pilgrim Baxter & Associates Ltd. filed a Schedule 13G Statement with the
Securities and Exchange Commission stating that as of February 8, 1999 it
may be deemed to have sole dispositive power and shared power to vote or
direct the vote with respect to 1,959,010 shares of the Company's common
stock and to have sole voting power with respect to 1,735,460 of said
shares.

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

2
<PAGE>
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................................. 54 1969 Chairman and President of the Company

Thomas J. Berry................................. 74 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................................. 71 1995 Retired 1994 as Chairman of Blue Cross Blue
Shield--New Jersey. Retired as Chairman and
President of Bellcore (Bell Communications
Research) in 1991

William M. Duncan............................... 59 1999 Senior Vice President and Division Executive,
The Chase Manhattan Bank, 1997 to Present.

President, Chemical Bank New Jersey, 1994
through 1997.
</TABLE>

The Board of Directors held 5 meetings during 1998. The Audit Committee,
consisting of the Board's outside Directors (Messrs. Berry and Marano), held 2
meetings in 1998, and the Compensation Committee, consisting of the same
members, held 1 meeting in 1998.

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.

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.

3
<PAGE>
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
-------------------------------------
AWARDS
ANNUAL COMPENSATION ------------------------
---------------------------------------------- SECURITIES PAYOUTS ALL
OTHER RESTRICTED UNDERLYING ----------- OTHER
ANNUAL STOCK OPTIONS/ LTIP COMPEN-
YEAR SALARY BONUS COMPEN- SATION AWARDS SARS PAYMENTS SATION(1)
--------- --------- --------- ------------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John J. Cassese.............. 1998 $ 400,000 $ 430,000 -- -- 75,000 -- $ 75,191
Chairman of the Board, 1997 375,000 400,000 -- -- 75,000 -- 74,393
President and Chief Executive 1996 375,000 250,000 -- -- 75,000 -- 44,255
Officer

William J. Murphy............ 1998 250,000 165,000 -- -- 50,000 -- 321
Executive Vice President, 1997 225,000 150,000 -- -- 75,000 -- 304
Chief Financial Officer and
Secretary

Michael J. Shea.............. 1998 135,400 50,000 -- -- 2,000 -- 1,473
Vice President and Controller 1997 123,300 45,000 -- -- 1,125 -- 1,435
1996 113,300 25,000 -- -- 15,000 -- 1,068
</TABLE>

- ------------------------

(1) In 1998, the Company paid the premiums on a whole life insurance policy with
face value of $80,000, a universal life insurance policy with face value of
$800,000 and a term life insurance policy with face value of $150,000 for
Mr. Cassese. The Company also paid the premium on a split-dollar life
insurance policy with face value of $3,000,000 on the joint lives of Mr.
Cassese and his spouse. In addition the Company paid the premiums on a term
life insurance policy with face value of $150,000 for Mr. Murphy and a term
life insurance policy with face value averaging $135,400 for Mr. Shea. Under
each such insurance policy the insured has the right to designate the
beneficiaries. The company maintains a defined contribution (401K) savings
plan, and during 1998, contributed $.25 for every dollar contributed by all
participating employees up to 4% of each employee's salary deferral.

The Company has non-qualified supplemental retirement benefit agreements with
Messrs. Cassese and Murphy. Under their agreements, Messrs. Cassese and
Murphy 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. Murphy
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
continuously employed by the company until age 65 for purposes of his
agreement. If Mr. Cassese or Mr. Murphy 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. Murphy were to terminate his
employment as of the date of this Proxy Statement or during the year of
1998, Mr. Cassese's accrued and vested benefit would be $394,200; and Mr.
Murphy's accrued and vested benefit would be $28,900. If Mr. Cassese or Mr.
Murphy 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. Murphy. Benefits
payable upon retirement may be paid in a lump sum or in annual installments
at the discretion of the beneficiary. In the event that a Change of Control
occurs, Mr. Cassese's and Mr. Murphy's then current entitlements will
immediately vest and become payable.

4
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO TERM
OPTIONS EMPLOYEES EXERCISE OR EXPIRATION ------------------------
GRANTED IN 1998 BASE PRICE DATE 5% 10%
----------- ------------- ----------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
John J. Cassese................................ 75,000 9.4% $ 20.63 10/19/08 $ 973,057 $ 2,465,918
William J. Murphy.............................. 50,000 6.2% 20.63 10/19/08 648,705 1,643,945
Michael J. Shea................................ 2,000 0.2% 20.63 10/19/03 11,399 25,190
</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 1998 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, 1998 OPTION VALUES

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT 12/31/98 OPTIONS AT 12/31/98
ACQUIRED VALUE -------------------------- ---------------------------
NAME ON EXERCISE REALIZED(*) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------- ----------- ---------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
John J. Cassese.......................... -- $ -- 549,264 -- $ 9,643,901 $ --
William J. Murphy........................ 3,400 75,725 61,601 59,999 365,256 210,938
Michael J. Shea.......................... 13,538 470,059 375 19,568 359 284,977
</TABLE>

* Value realized is defined by the Securities and Exchange Commission as the
difference between the market value, on date of exercise, of shares acquired and
the exercise price of the options exercised.

EMPLOYMENT AGREEMENTS

Mr. Cassese is a party to an Employment Agreement with the Company which
expires on February 15, 2001, 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 at the current rate of
$400,000, 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.

5
<PAGE>
Mr. Murphy is a party to an employment agreement with a Company which
expires on December 31, 1999. The Agreement provides, among other things, for an
annual salary at the current rate of $265,000, with such increases and bonuses,
if any, as the Board of Directors may determine, together with participation in
all benefit plans in which members of the Company's senior management generally
are entitled to participate. The Agreement also provides that, if a Change of
Control occurs and thereafter Mr. Murphy either continues to be employed by the
Company through the end of the contract term or his employment is terminated by
the Company other than for cause or disability (as such terms are defined in the
Agreement) or Mr. Murphy terminates his employment for good reason (as defined
in the Agreement), then Mr. Murphy shall be entitled to receive a lump sum equal
to two times his base salary and highest bonus (subject to reduction to avoid
excise or other taxes) as well as continued benefits under the Company's benefit
plans.

Mr. Shea has an Employment Agreement with the Company which automatically
renews (unless terminated by either party) each March. The Agreement provides
for an annual salary at the current rate of $137,500, plus severance pay in the
event of termination of employment by the Company.

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.

FISCAL 1998 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 1998 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 1998, 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

DIRECTORS' COMPENSATION

Directors 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 1998, the Company incurred an expense of
$12,000 each for Messrs. Berry and Marano.

6
<PAGE>
APPROVAL OF CREATION OF
THE COMPUTER HORIZONS CORP. EMPLOYEE STOCK PURCHASE PLAN

The Board of Directors of the Company has approved the COMPUTER HORIZONS
CORP. EMPLOYEE STOCK PURCHASE PLAN (the "Plan") to provide a method whereby
eligible employees of Computer Horizons Corp. (the "Company") will have an
opportunity to acquire a proprietary interest in the Company through the
purchase of shares of the Stock of the Company. This will enable employees to
have a closer identification with the Company by virtue of their ability as
shareholders to participate in the Company's growth and earnings.

At the shareholder meeting, the shareholders of the Company will be asked to
approve the adoption of the Plan. The following description of the Plan is a
summary of the principal provisions of the Plan and is qualified in its entirety
by reference to the Plan, a copy of which has been filed as an exhibit to this
Proxy Statement.

DESCRIPTION OF THE EMPLOYEE STOCK PURCHASE PLAN

PURPOSE. The purpose of the Plan is to provide employees of the Company and
designated subsidiaries with an opportunity to purchase Common Stock of the
Company at a discount through accumulated payroll deductions. It is the
intention of the Company that the Plan qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the Code and the provisions of the
Plan be construed in a manner consistent with the requirements of such section
of the Code.

ADMINISTRATION. The Plan is administered by a committee appointed from time
to time by the Board of Directors (the "Committee"). To the extent that no
Committee exists which has the authority to administer the Plan, the functions
of the Committee will be exercised by the Board of Directors. The Committee
possesses the full power and authority, subject to the provisions of the Plan,
to promulgate such rules and regulations as it deems necessary for the proper
administration of the Plan (including any special rules necessary to comply with
the requirements of foreign jurisdictions), to interpret the provisions and
supervise the administration of the Plan and to take all action in connection
therewith or in relation thereto as it deems necessary or advisable.

The Committee may designate an agent to administer the Plan, to purchase and
sell shares of Company's Common Stock in accordance with the Plan, to keep
records, to send statements of account to Participants, to serve as custodian
for purposes of the Plan, and to perform other duties relating to the Plan, as
the Committee may request from time to time. The Committee has currently
designated Merrill Lynch as its agent to administer the Plan.

While the Company pays for the administration of the Plan, employees are
fully responsible for (i) any brokerage fees and commissions charged for the
sale of Common Stock, (ii) any fees for certificates of shares of Common Stock
and (iii) any taxes owed by them as a result of participation in the Plan.

ELIGIBILITY. An employee of the Company or its designated subsidiaries (who
customarily work more than 20 hours per week and at least 5 months per year) is
eligible to participate in the Plan commencing on the first day of any offering
under the Plan following completion of six months of employment. Designated
subsidiaries include (i) Princeton Softech, Inc. and (ii) any present or future
subsidiary corporation, as defined in Section 424(f) of the Code, that is
designated by the Committee from time to time in its sole discretion as eligible
to participate in the Plan.

No person shall be eligible to participate in the Plan if such person,
immediately after the grant, would own Common Stock and/or hold options to
purchase Common Stock, possessing five percent or more of the total combined
voting power or value of all classes of common stock of the Company or
subsidiary corporation, or which permits his rights to purchase Common Stock
under all employee stock purchase plans of the Company to accrue at a rate which
exceeds $25,000 in fair market value of the Common Stock (determined at the time
such option is granted) for each calendar year in which such option is
outstanding.

7
<PAGE>
PARTICIPATION IN THE PLAN. Subject to notice periods described in the Plan,
an eligible employee may become a participant in the Plan by completing the
appropriate form and forwarding it to his or her employer indicating the amount
of the deductions to be taken from his or her pay. Deductions will generally
begin on the first payroll period following the next offering date (the first
day of a calendar quarter), following appropriate notice. An eligible employee
may continue to participate in the Plan until he or she elects to cease
participation in the Plan or until the Plan is terminated. In addition, an
employee's participation in the Plan will be automatically suspended if he or
she is no longer eligible to participate in the Plan (E.G., the employee no
longer customarily works more than 20 hours per week and at least 5 months per
year), retires, dies, terminates employment for any reason, or becomes a 5%
owner (as defined by the Plan).

An eligible employee may purchase Common Stock through payroll deductions
from the employee's compensation received each payroll period, up to the lesser
of (i) 10% of the employee's compensation or (ii) $25,000 of fair market value
of Common Stock per year. A participant's entire account consisting of payroll
deductions is used to purchase shares of Common Stock on the last business day
of the offering period (the "Offering Termination Date"). The agent, if any, for
the Plan holds the shares of Common Stock credited to a participant's account on
a book entry basis. A participant is entitled to all rights as a shareholder as
soon as they are credited to his or her account.

Subject to appropriate notice, a participant may withdraw from an offering
at any time. Upon withdrawal, the amount in the participant's account will be
used to purchase shares of Common Stock on the applicable Offering Termination
Date; however, no further payroll deductions will be made with respect to that
participant. A participant who has withdrawn from an offering may not again
participate in the Plan until the next offering commences.

If a participant retires or terminates for any reason other than death, the
payroll deductions credited to the participant's account will be used to
purchase shares of Common Stock on the applicable Offering Termination Date. In
the event of death, however, the participant's beneficiary may elect to (a)
withdraw all of the payroll deductions credited to the Participant's account
under the Plan, or (b) utilize the balance in the account to purchase shares of
Common Stock on the applicable Offering Termination Date.

PURCHASE PRICE. The purchase price for a share of Common Stock will be the
lesser of (i) 85% of the fair market value of a share of Common Stock on the
first day of an offering period or (ii) 85% of the fair market value of a share
of Common Stock on the Offering Termination Date. In no event may the price be
less than this amount.

AVAILABLE SHARES. A maximum of 500,000 shares of Common Stock (subject to
adjustment as described below) may be reserved for sale under the Plan.
Purchases of Common Stock under the Plan are made on the open market, or in the
sole discretion of the Committee, may be made by the Company's delivery of
treasury shares or newly-issued and authorized shares to the Plan, upon such
terms as the Committee may approve.

In the event of any change affecting shares of Common Stock including a
reclassification, recapitalization, merger, consolidation, reorganization, stock
dividend, stock split or reverse stock split, combination or exchange of shares,
repurchase of shares, change in corporate structure or otherwise, or the
distribution of an extraordinary dividend, the Committee may make any
appropriate equitable adjustments, if any, to be made under the Plan.

SALES OF SHARES OF COMMON STOCK. A participant may sell all or a portion of
the shares of Common Stock held under the Plan through the agent for the Plan,
subject to brokerage commissions. Alternatively, subject to certain limitations
in the Plan, a participant may request a certificate for his or her whole shares
of Common Stock held under the Plan.

AMENDMENT AND TERMINATION. The Board may at any time amend, freeze or
terminate the Plan, provided that no participant's existing rights under any
offering already commenced may be adversely

8
<PAGE>
affected thereby. No amendment may be made to the Plan without prior approval of
the shareholders of the Company if shareholder approval of such amendment is
required to comply with Section 423 of the Code or to comply with any other
applicable law, regulation or stock exchange rule.

VOTE REQUIRED AND BOARD RECOMMENDATION

The affirmative vote of a majority of the shares of Common Stock voted on
the proposal at the Annual Meeting is required to approve the Plan. THE BOARD
RECOMMENDS THAT SHAREHOLDERS OF THE COMPANY VOTE THEIR SHARES FOR APPROVAL OF
THE PLAN.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Company maintains directors' and officers' liability insurance,
providing coverage of up to $15,000,000, 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 $116,000.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

During 1998, Mr. Murphy and Mr. Shea each inadvertently filed one report on
Form 4 one day after the due filing date.

9
<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:

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 1993

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.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
FISCAL YEAR ENDING
----------------------------------------------------------------
COMPANY 1993 1994 1995 1996 1997 1998
- -------------------------------------------------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Computer Horizons................................. 100.00 172.26 726.94 1,104.21 1,956.48 1,144.87
Customer Selected Stock List...................... 100.00 127.03 174.99 422.50 896.73 777.47
NASDAQ............................................ 100.00 104.99 136.18 169.23 207.00 291.96
</TABLE>

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, 1999. 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.

10
<PAGE>
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 $7,500 exclusive
of expenses.

Proposals of shareholders intended to be presented at the annual meeting to
be held in 2000 must be received by the Company no later than December 1, 1999,
to be included in the proxy materials for such meeting. Proxies solicited by the
Board of Directors for the 2000 Annual Meeting may be voted at the discretion of
the persons named in such proxies or their substitutes with respect to any
shareholder proposal not included in the Company's proxy statement if the
Company does not receive notice of such proposal on or before January 31, 2000.

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 22, 1999, a copy of
the Company's Annual Report on Form 10-K for the year ended December 31, 1998
(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 12, 1999

11
<PAGE>

/X/ PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE COMPUTER HORIZONS CORP.

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 Hamilton Park
Conference Center, Florham Park, NJ on Wednesday, May 5, 1999 at 10:00 A.M.
and any adjournment thereof.

WITH- FOR ALL
FOR HOLD EXCEPT
1. The election as directors of all nominees / / / / / /
listed (except as marked to the contrary
below):

John J. Cassese, Thomas J. Berry, William M. Duncan and Rocco J. Marano

INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.

- ----------------------------------------------------------------------------

FOR AGAINST ABSTAIN

2. To approve the 1999 Employee Stock Purchase Plan. / / / / / /

3. To ratify the selection of Grant Thornton LLP as
the Company's Independent auditors for the current
year. / / / / / /

4. Upon any other matters that may properly come
before the meeting or any adjournment.

IF NOT OTHERWISE INDICATED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION
OF DIRECTORS, "FOR" THE APPROVAL OF THE 1999 EMPLOYEE STOCK PURCHASE PLAN AND
"FOR" THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE CURRENT YEAR.

Please be sure to sign and date -------------------------------------
this Proxy in the box below. Date
- -------------------------------------------------------------------------

- ----Stockholder sign above-------------Co-holder (if any) sign above-----

- -------------------------------------------------------------------------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.

COMPUTER HORIZONS CORP.

- -------------------------------------------------------------------------------
Signature(s) should agree with name(s) printed hereon. Please correct any
errors in the 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.

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- -------------------------------------------------------------------------------

Mark here for address change and note below. / /

- --------------------------------------------