<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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
COMPUTER HORIZONS CORP.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(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):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / 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:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
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</TABLE>
<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 Headquarters Plaza, Morristown, NJ, on Wednesday, May 3, 2000 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 ratify the selection of the accounting firm of Grant Thornton LLP as
auditors for the Company's current year.
3. To vote on a stockholder proposal if presented by its proponent.
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 28, 2000 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, 2000
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 3, 2000
------------------------
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 28, 2000, the Company had outstanding 33,152,206 shares of common stock,
$.10 par value, each share entitled to one vote. Only shareholders of record at
the close of business on March 28, 2000, 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, 2000. 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, for approval of the
proposal to ratify the selection of Grant Thornton LLP as auditors and against
the stockholder proposal. 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 28, 2000 (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>
NAME AND ADDRESS OF AMOUNT BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS
- ------------------- ------------------- ----------
<S> <C> <C>
John J. Cassese............................................. 1,806,504(1) 5.5%
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
William J. Murphy........................................... 163,815(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Michael J. Shea............................................. 22,575(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Thomas J. Berry............................................. 74,070(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
William M. Duncan........................................... 20,300(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Rocco J. Marano............................................. 104,688(1) (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Earl L. Mason............................................... 10,000 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
All directors and executive officers........................ 2,201,952(3) 6.6%
as a group (seven persons)
Perkins, Wolf, McConnell & Co............................... 1,875,650(4) 5.7%
</TABLE>
- ------------------------
(1) Includes 804,781 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 161,600, and Shea, 8,917. Also
includes 188,688 shares issuable upon exercise of options granted under the
Company's 1991 Directors' Stock Option Plan, as amended, as follows: Berry
70,500, Duncan 20,000, Marano 88,188 and Mason 10,000.
(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) Perkins, Wolf, McConnell & Co. filed a Schedule 13G Statement with the
Securities and Exchange Commission stating that as of February 11, 2000 it
may be deemed to have sole dispositive power and shared power to vote or
direct the vote with respect to 1,875,650 shares of the Company's common
stock with no sole voting power with respect to the said shares.
2
<PAGE>
ELECTION OF DIRECTORS
The six 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....................... 55 1969 Chairman and President of the Company
Thomas J. Berry....................... 75 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....................... 72 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..................... 60 1999 Division Executive, Chase Manhattan
Bank, 1997 to present
William J. Murphy..................... 55 1999 Executive Vice President, Chief
Financial Officer and Secretary of the
Company
Earl L. Mason......................... 54 1999 Chief Executive Officer and President,
Alliant Foodservice, Inc.
</TABLE>
The Board of Directors held 7 meetings during 1999. The Audit Committee,
consisting of the Board's outside Directors (Messrs. Berry, Marano, Duncan &
Mason), held 2 meetings in 1999, and the Compensation Committee, consisting of
the same members, held 1 meeting in 1999.
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 PAYOUTS
ANNUAL COMPENSATION ----------------------- ---------
---------------------------------------------- SECURITIES
OTHER RESTRICTED UNDERLYING
ANNUAL STOCK OPTIONS/ LTIP
YEAR SALARY BONUS COMPENSATION AWARDS SARS PAYMENTS
-------- -------- -------- ------------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
John J. Cassese................ 1999 $450,000 $115,000 -- -- 75,000 --
Chairman of the Board, 1998 400,000 430,000 -- -- 75,000 --
President and Chief Executive 1997 375,000 400,000 -- -- 75,000 --
Officer
William J. Murphy.............. 1999 275,000 55,000 -- -- 50,000 --
Executive Vice President, 1998 250,000 165,000 -- -- 50,000 --
Chief Financial Officer and 1997 225,000 150,000 -- -- 75,000 --
Secretary
Michael J. Shea................ 1999 137,500 35,000 -- -- 10,000 --
Vice President and Controller 1998 135,400 50,000 -- -- 2,000 --
1997 123,300 45,000 -- -- 1,125 --
<CAPTION>
ALL OTHER
COMPENSATION(1)
----------------
<S> <C>
John J. Cassese................ $255,269
Chairman of the Board, 75,191
President and Chief Executive 74,393
Officer
William J. Murphy.............. 192
Executive Vice President, 321
Chief Financial Officer and 304
Secretary
Michael J. Shea................ 1,769
Vice President and Controller 1,473
1,435
</TABLE>
- ------------------------------
(1) In 1999, 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 the
premium 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 $150,000 term life insurance policy for Mr. Murphy and a term
life insurance policy for Mr. Shea averaging $137,500. 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 $.50 for every dollar contributed by all participating employees
up to 4% of each employee's salary deferral.
During 1999, the Company entered into an Executive Compensation Exchange
program (ECEP) with Mr. Cassese. Effective 1999, Mr. Cassese waived payments due
to be made to him under the non-qualified supplemental retirement agreement. In
conjunction with this waiver, the Company entered into an arrangement to
purchase a life insurance policy for the benefit of a trust established by
Mr. Cassese. The cost of the life insurance policies to the Company has been
actuarially determined and will not exceed the after-tax cost the Company
expected to incur in connection with the payments under the non-qualified
supplemental retirement agreement. In addition, the Company has non-qualified
supplemental retirement benefit agreements with Messrs. Murphy and Shea. Under
their agreements, Messrs. Murphy and Shea will be entitled to receive $1,000,000
each, upon retirement from the Company at age 65. If Mr. Murphy or Mr. Shea
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. Murphy or Mr. Shea 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. Murphy or Mr. Shea were to terminate his employment as of the
date of this Proxy Statement or during the year of 1999; Mr. Murphy's accrued
and vested benefit would be $62,500 and Mr. Shea's accrued and vested benefit
would be $5,200. If Mr. Murphy or Mr. Shea 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 $500,000. 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. Murphy's and Mr. Shea's entitlements will
immediately vest and become payable.
4
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
INDIVIDUAL GRANTS AT
-------------------------------------------------- ASSUMED ANNUAL RATES
NUMBER OF % OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS EMPLOYEES EXERCISE OR EXPIRATION ---------------------------
GRANTED IN 1999 BASE PRICE DATE 5% 10%
---------- ---------- ----------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John J. Cassese............... 75,000 4.74 16.375 2/10/09 673,162 1,799,356
William J. Murphy............. 50,000 3.16 16.375 2/10/09 448,774 1,199,571
Michael J. Shea............... 10,000 .63 10.250 4/6/04 18,747 50,498
</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 1999 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, 1999 OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT 12/31/99 OPTIONS AT 12/31/99
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED* EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John J. Cassese................... -- 624,264 -0- 4,604,907 -0-
William J. Murphy................. -- 134,100 37,500 -0- -0-
Michael J. Shea................... 1,350 25,106 9,385 19,208 65,239 -0-
</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
$450,000, 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. Murphy is a party to an employment agreement with a Company which
expired on December 31, 1999, and was renewed on January 1, 2000. Mr. Murphy's
employment agreement with
5
<PAGE>
the Company will automatically renew (unless terminated by either party) each
January. The Agreement provides, among other things, for an annual salary at the
current rate of $275,000, 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. Certain officers of the
Company have the right to borrow from the Company against the exercise price of
options exercised. As of December 31, 1999, Mr. Shea had total borrowings
amounting to $100,000.
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 1999 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 1999 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 1999, 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
William M. Duncan
Earl L. Mason
6
<PAGE>
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 1999, the Company incurred an expense of
$12,000 each for Messrs. Berry, Marano and Mason.
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 1999, Mr. Murphy inadvertently filed one report on Form 4 after the
filing due date.
7
<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>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
COMPUTER HORIZONS CORP. 100.00 422.01 641.03 1135.80 664.63 404.08
PEER GROUP INDEX 100.00 134.59 328.86 706.91 620.48 486.31
NASDAQ MARKET INDEX 100.00 129.71 161.18 197.16 278.08 490.46
</TABLE>
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
---------------------------------------------------------------
COMPANY 1994 1995 1996 1997 1998 1999
- ------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Computer Horizons.......................... 100.00 422.01 641.03 1,135.80 664.63 404.08
Customer Selected Stock List............... 100.00 134.59 328.86 706.91 620.48 486.31
NASDAQ..................................... 100.00 129.71 161.18 197.16 278.08 490.46
</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, 2000. 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.
8
<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.
STOCKHOLDER PROPOSAL
Mr. John R. Anke of 104 Golfview Drive, Gibsonia, Pennsylvania, 15044,
claiming beneficial ownership of shares of Common Stock, submitted the proposal
set forth below.
"Resolved that, the shareholders of Computer Horizons Corp. urge the
Computer Horizons Corp. Board of Directors to arrange for the prompt sale of the
Computer Horizons Corp. to the highest bidder."
SUPPORTING STATEMENT
The purpose of the Maximize Value Resolution is to give all Computer
Horizons Corp. shareholders the opportunity to send a message to the Computer
Horizons Corp. Board that they support the prompt sale of the Company to the
highest bidder. A strong, or majority, vote by the shareholders would clearly
indicate the shareholders' displeasure with management's inability to generate
shareholder value.
The prompt auction of Computer Horizons Corp. should be accomplished by any
appropriate process the Board chooses to adopt, including a sale to the highest
bidder whether in cash, stock or a combination of both. It is expected that the
Board will uphold its fiduciary duties to the utmost during the process.
The proponent further believes that if the resolution is adopted, the
management and the Board will interpret such adoption as a message from the
Company's shareholders that it is no longer acceptable for the Board to continue
with its current management plan and strategies.
I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION.
THE BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
____The Company's Board of Directors has always been focused on building value
for our stockholders. With management, we have worked to manage our businesses
to develop a sound financial base, to minimize risks and to create initiatives
that position the Company for sustained profitable growth.
____Your Board of Directors does not believe that a sale at this time is in the
best interests of stockholders, as it would not maximize shareholder value. On
the contrary, the Board firmly believes that shareholder value can best be
maximized at this time through our continued pursuit of the Company's strategic
initiatives, including those previously announced. As discussed in the Company's
Annual Report which accompanies this Proxy Statement, these initiatives include
the Company's plan to publicly offer stock in certain of its internet-related
operations, including eB Networks and Princeton Softech.
____FOR THESE, AMONG OTHER REASONS, YOUR BOARD URGES STOCKHOLDERS TO VOTE
AGAINST THIS PROPOSAL.
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
9
<PAGE>
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 $8,500 exclusive of expenses.
____Proposals of shareholders intended to be presented at the annual meeting to
be held in 2001 must be received by the Company no later than December 8, 2000,
to be included in the proxy materials for such meeting. Proxies solicited by the
Board of Directors for the 2001 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 February 21, 2001.
____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 28, 2000, a copy of
the Company's Annual Report on Form 10-K for the year ended December 31, 1999
(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, 2000
10
<PAGE>
REVOCABLE PROXY
COMPUTER HORIZONS CORP.
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
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 Headquarters Plaza Hotel on Wednesday,
May 3, 2000 at 10:00 A.M. and any adjournment thereof.
DIRECTORS
RECOMMEND
"FOR"
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WITH- FOR ALL
1. The election as directors of all FOR HOLD EXCEPT
nominees listed (except as marked to |_| |_| |_|
the contrary below):
JOHN J. CASSESE, THOMAS J. BERRY, WILLIAM M. DUNCAN,
ROCCO J. MARANO, EARL L. MASON AND WILLIAM J. MURPHY
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.
__________________________________________
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DIRECTORS
RECOMMEND
"FOR"
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FOR AGAINST ABSTAIN
2. To ratify the selection of Grant |_| |_| |_|
Thornton LLP as the Company's
independent auditors for the current
year.
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DIRECTORS
RECOMMEND
"AGAINST"
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FOR AGAINST ABSTAIN
3. A stockholder proposal urging the |_| |_| |_|
Board to arrange for the prompt sale
of the Company.
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4. Upon any other matters that may
properly come before the meeting or
any adjournment.
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2, AND
"AGAINST" ITEM 3.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
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Please be sure to sign and date Date
this Proxy in the box below.
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______ Stockholder sign above _____________ Co-holder (if any) sign above ______
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^ DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED ^
COMPUTER HORIZONS CORP.
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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.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW. |_|
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