-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SQw8yHsdDaCLy0+f0nfiSPa8m2VhEq15djLYSt5vLKGEMEwI/oSGbBguUxl6uus5 k8NPYSgS9FpMrVBdUXgNGA== 0000000000-05-047091.txt : 20060831 0000000000-05-047091.hdr.sgml : 20060831 20050912215852 ACCESSION NUMBER: 0000000000-05-047091 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050912 FILED FOR: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER HORIZONS CORP CENTRAL INDEX KEY: 0000023019 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 132638902 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: UPLOAD BUSINESS ADDRESS: STREET 1: 49 OLD BLOOMFIELD AVE CITY: MOUNTAIN LAKES STATE: NJ ZIP: 07046-1495 BUSINESS PHONE: 9732994000 MAIL ADDRESS: STREET 1: 49 0LD BLOOMFIELD AVE CITY: MOUNTAIN LAKES STATE: NJ ZIP: 07046-1495 LETTER 1 filename1.txt September 12, 2005 Room 4561 Eric Rosenfeld Managing Member Crescendo Investments 10 East 53rd Street 35th Floor New York, NY 10022 Re: Computer Horizons Corp. Revised Preliminary Schedule 14A filed on September 9th, 2005 Filed by The Computer Horizons Full Value Committee File No. 0-07282 Dear Mr. Rosenfeld: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why one or more of our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. After reviewing this information, we may or may not raise additional comments General We note your release dated September 12, 2005 that the special meeting has been rescheduled for October 11, 2005. Please revise accordingly. In addition, please disclose the special meeting location to the extent known or refer security holders to Computer Horizons` proxy statement for the meeting location. See Rule 14a- 5(c). 1. 2. We refer you to comment 2 of our letter dated September 8, 2005. In light of the new special meeting date, please advise if you still plan to mail to security holders who hold shares in "street name" as of "Mailing Record Date." ```````` Background to Solicitation Computer Horizons / Analysts Merger, page 5 3. We note disclosure that "[t]he foregoing description of the Merger is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement which is attached to the Joint Proxy Statement / Prospectus on Form S-4." We note that some shareholders may have not been holders of record when the proxy statement concerning the merger was sent. Please be advised that all material information about the merger you deem necessary to an informed voting decision on the matters proposed in this proxy statement must be included. Please revise accordingly, or strike the cited language. `Results of September 2 Special Meeting, page 7 4. We refer you to comment 1 of our letter dated September 8, 2005. Please revise to indicate that the proposal voted on September 2, 2005 concerned share issuances and matters associated with the merger but was not a direct vote by security holders on the merger. Further, please revise your proxy statement to indicate that a majority of shareholders rejected the proposal. Proposal No. 3``` - Proposal to Elect the Nominees Change of Controls Provisions, page 17 5. Please revise to disclose that if the proposal passes, a risk exists that payments may be due irrespective of whether certain employees are terminated. ````` * * * * * If you have any questions, please call Adam Halper, at (202) 551-3482. If you require additional assistance, you may me at (202) 551-3266. Nicholas P. Panos Special Counsel Office of Mergers & Acquisitions cc: Ron S. Berenblat, Esq Olshan Grundman Frome Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55th Street New York, NY 10022 Telephone: (212) 451-2300 Facsimile: (212) 451-2222 ?? ?? ?? ?? Eric Rosenfeld Crescendo Investments September 12, 2005 Page 2 -----END PRIVACY-ENHANCED MESSAGE-----