SEC Comment Letter for COMPUTER HORIZONS CORP (CIK 0000023019) — Jun 28, 2005
COMPUTER HORIZONS CORP (CIK 0000023019)
Date: June 28, 2005 · CIK: 0000023019 · Accession: 0000000000-05-032988
AI Filing Summary & Sentiment
File numbers found in text: 333-125370
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June 28, 2005
Room 4561
Michael C. Caulfield
General Counsel
Computer Horizons Corp.
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046-1495
Re: Computer Horizons Corp.
Registration Statement on Form S-4
Filed May 31, 2005
File No. 333-125370
Dear Mr. Caulfield:
This is to advise you that we have limited our review of the
above-referenced registration statement to the disclosure on your
outside page. 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 our comment is 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.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Outside Page
1. Please revise the first page of the document to disclose:
* An estimate of the maximum aggregate number of shares to be
issued
in the merger;
* Analysts shareholders will hold approximately 48% of CHC common
stock immediately after the merger; and
* The per share consideration that will be provided to holders of
Analysts common stock.
* * * * *
As appropriate, please amend your filing in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
If you have any questions, please call Adam Halper, at (202)
551-3482. If you require additional assistance you may contact
Perry
Hindin at (202) 551-3444 or the undersigned, at (202) 551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via Facsimile
Robert M. Crane, Esq.
Sills Cummis Epstein & Gross P.C.
One Riverfront Plaza
Newark, New Jersey 07102
Phone: (973) 643-7000
Fax: (973) 643-4755
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Michael C. Caulfield
Computer Horizons Corp.
June 28, 2005
Page 1
Mr. Krish Panu
@Road, Inc.
June 1, 2005
Page 2
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