As filed with the Securities and Exchange Commission on March 17, 1999
Registration No. 333_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMPUTER HORIZONS CORP.
(Exact name of registrant as specified in its charter)
New York 132638902
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046-1495
(Address of principal (Zip Code)
executive offices)
COMPUTER HORIZONS CORP. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
- - - - - - - - - - - - -
MR. 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)
Copy to:
Robert A. Cantone, ESQ.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed Proposed
of Shares Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered(l) Per Share (2) Offering Price Fee
- ---------------- ------------- ------------- -------------- ---
<S> <C> <C> <C> <C>
Common Stock, $0.10 par 500,000 $12.25 $6,125,000 $1,806.88
</TABLE>
<PAGE>
(1) Represents the maximum number of shares that may be issued pursuant to the
Computer Horizons Corp. Employee Stock Purchase Plan.
(2) Estimated for purposes of calculating the registration fee only and computed
in accordance with Rule 457(c) under the Securities Act, using the average of
the high and low prices of the Common Stock as reported on the Nasdaq Stock
Market on March 15, 1999.
<PAGE>
PART I
ITEM 1. Plan Information
Not required to be filed with this Registration Statement.
ITEM 2. Registration Information and Employee Plan Annual information
Not required to be filed with this Registration Statement.
PART II
ITEM 3. Incorporation of Documents by Reference
The following documents are incorporated herein by reference:
A. The Company's annual Report on Form 10-K for the year ended
December 31, 1997 (the "1997 10-K").
B. The Company's quarterly Reports on Form 10-Q for the quarters
ended September 28, 1998, June 29, 1998 and March 31, 1998.
C. The Company Reports on Form 8-K dated June 30, 1998, July 3,
1998, August 4, 1998 and March 16, 1999; and Form 8-K/A dated
August 4, 1998 and March 17, 1999.
D. Description of the Registrant's Common Stock, par value $.10
contained in the Registrant's Registration Statement on Form 8-A.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
None.
<PAGE>
ITEM 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation, as amended (the
"Certificate of Incorporation") provides, as permitted by Section 402(b) of the
New York Business Corporation Law (the "BCL") that no director shall be
personally liable to the Company or any shareholder for damages for any breach
of duty as a director, provided that the Certificate of Incorporation does not
eliminate or limit the liability of any director if a judgment or other final
adjudication adverse to him establishes that (i) his acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law, (ii)
he personally gained in fact a financial profit or other advantage to which he
was not legally entitled or (iii) his acts violated Section 719 of the BCL.
The Certificate of Incorporation also provides, in accordance with
Section 722 of the BCL, that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is the legal representative, (1) is or was a director or officer of the
Company or (2) is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans (whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent), shall be
indemnified and held harmless by the Company to the fullest extent authorized or
permitted by applicable law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than said law
permitted the Company to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his heirs,
executors and administrators, provided, however, that, except for actions
brought to enforce such indemnification rights, the Company shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Company. The right to
indemnification conferred in the Certificate of Incorporation is a contract
right and includes the rights to be paid by the Company the expenses incurred in
defending any such proceeding in advance of its final disposition, provided,
however, that, if the BCL requires, the payment of such expenses incurred by a
director or officer in his capacity as such (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service with respect to an employee benefit plan)
in advance of the final disposition of a proceeding, shall be made only upon
delivery to the Company of an undertaking by or on behalf of such director or
officer to repay all amounts so advanced as to which it shall ultimately be
determined that such director or officer is not entitled to be indemnified.
<PAGE>
The Certificate of Incorporation further provides, in accordance with
the BCL, that the indemnification rights provided therein are not exclusive of
any other rights that any person may have, and that the Company may, subject to
certain restrictions imposed by the BCL, maintain insurance to protect itself
and its officers and directors against expenses, liabilities and losses, whether
or not the Company would be permitted to indemnify such person against such
expenses, liabilities and losses under the BCL.
The Company currently has a $15,000,000 directors' and officers'
liability insurance policy.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
Note: As the Plan provides that the shares offered and sold
thereunder are to be treasury shares, no opinion of counsel as
to the legalities of the securities being registered is
provided.
23.1 Consent of Grant Thornton LLP.
99.1 The Computer Horizons Corp. Employee Stock Purchase Plan.
ITEM 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Mountain Lakes, State of New Jersey, on March 17,
1999.
COMPUTER HORIZONS CORP.
By: /s/John J. Cassese
-------------------------
John J. Cassese
Chairman of the Board and President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint John J. Cassese, William J.
Murphy, and Michael J. Shea or any of them, with full power of substitution and
full power to act without the other, his true and lawful attorney-in-fact and
agent to act for him in his name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) or supplements
to this Registration Statement and to file the same with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto in and about the premises, as fully to
all intents and purposes as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act Of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date Signed
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/s/John J. Cassese Chairman of the Board and President March 17, 1999
- ------------------ (Principal Executive Officer) and
John J. Cassese Director
Executive Vice President, Chief March 17, 1999
/s/William J. Murphy Financial Officer and Secretary
- -------------------- (Principal Financial Officer)
William J. Murphy
Vice President and Controller March 17, 1999
/s/Michael J. Shea (Principal Accounting Officer)
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Michael J. Shea
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Shareholders
Computer Horizons Corp.
We have issued our report dated February 15, 1999 included in Computer Horizons
Corp.'s current report on Form 8-K dated March 16, 1999 on the consolidated
restated financial statements and schedule as of December 31, 1997 and 1996 and
for each of the three years in the period ended December 31, 1997, which are
incorporated by reference in this Registration Statement. It should be noted
that the independent public accountant's reports on financial statements and
schedule previously incorporated by reference in the Annual Report of Computer
Horizons Corp. on Form 10-K and incorporated by reference in this registration
statement are no longer appropriate since restated financial statements have
been presented giving effect to a business combination accounted for as a
pooling of interests. We hereby consent to the incorporation by reference of
said report in this Registration Statement on Form S-8, covering shares of
common stock, par value $.10 per share, to be offered pursuant to the Company's
1999 Employee Stock Purchase Plan.
/s/GRANT THORNTON LLP
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GRANT THORNTON LLP
Parsippany, New Jersey
March 17, 1999
