SEC Comment Letter for COMPUTER HORIZONS CORP (CIK 0000023019) — Sep 12, 2005
COMPUTER HORIZONS CORP (CIK 0000023019)
Date: Sept. 12, 2005 · CIK: 0000023019 · Accession: 0000000000-05-047092
AI Filing Summary & Sentiment
Referenced dates: September 8, 2005
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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."
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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
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Eric Rosenfeld
Crescendo Investments
September 12, 2005
Page 2
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