SEC Company Response from COMPUTER HORIZONS CORP (CIK 0000023019) — Sep 7, 2005
COMPUTER HORIZONS CORP (CIK 0000023019)
Date: Sept. 7, 2005 · CIK: 0000023019 · Accession: 0001104659-05-043033
AI Filing Summary & Sentiment
File numbers found in text: 000-07282
Referenced dates: September 6, 2005
Letter
Securities and Exchange Commission Division of Corporation Finance Attention: Barbara C. Jacobs Filed: September 2, 2005 File No.: 000-07282 Schedule 13D of Crescendo Partners II L.P., Series R Filed: July 22, 2005
Dear Sirs and Madam:
This letter sets forth additional comments of Computer Horizons Corp., a New York corporation (“CHC”), to the amended Preliminary Proxy Statement of Crescendo Partners II L.P., Series R and others (collectively, “Crescendo”) filed with the Securities and Exchange Commission (the “Commission”) on September 2, 2005 (the “Amended Preliminary Proxy Statement”) and the Schedule 13D filed by Crescendo with the Commission on July 22, 2005, as subsequently amended. We have been authorized by the Company to provide the comments contained in this letter on behalf of the Company. Unless otherwise noted, references in the text of the comments herein to page numbers are to the version of the Amended Preliminary Proxy Statement filed via EDGAR by Crescendo.
Pages 17-18. Crescendo has set forth a summary of certain change in control obligations that will be triggered in the event that its slate of nominee directors is elected at the special meeting of CHC’s shareholders. Crescendo states that the disclosure has been extracted from the preliminary proxy statement filed by CHC on August 24, 2005 (the
“CHC Proxy Statement”), and that Crescendo does not take responsibility for the accuracy and completeness of this information. In fact, this disclosure is taken virtually verbatim from the CHC Proxy Statement. Given that the Staff, by letter to Michael C. Caulfield, dated September 6, 2005 and received by this Firm this evening, has requested additional disclosure (presumably because of a wish that more detailed disclosure be supplied to CHC shareholders) concerning these change in control obligations in the CHC Proxy Statement, CHC believes that such new disclosure must also be included in Crescendo’s definitive proxy statement (the “Crescendo Definitive Proxy”). Furthermore, CHC believes the disclosure in the Crescendo Definitive Proxy on this subject must be consistent with the disclosure required by CHC in the CHC Proxy Statement to avoid being misleading.
We hope this assists you in your evaluation process. Please do not hesitate to contact me if you have any questions.
Very truly
yours,
/s/Robert Max Crane
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CORRESP 1 filename1.htm SILLS CUMMIS EPSTEIN & GROSS A PROFESSIONAL CORPORATION The Legal Center One Riverfront Plaza Newark, New Jersey 07102-5400 Tel: 973-643-7000 Fax: 973-643-6500 Robert Crane 30 Rockefeller Plaza Member of the Firm New York, NY 10112 Direct Dial: (973) 643-5055 Tel: 212-643-7000 E-mail: mcrane@sillscummis.com Fax: 212-643-6550 September 6, 2005 VIA FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Mark P. Shuman Nicholas P. Panos Adam Halper Re: Computer Horizons Corp. Amended Preliminary Proxy Statement of Crescendo Partners II L.P., Series R Filed: September 2, 2005 File No.: 000-07282 Schedule 13D of Crescendo Partners II L.P., Series R Filed: July 22, 2005 Dear Sirs and Madam: This letter sets forth additional comments of Computer Horizons Corp., a New York corporation (“CHC”), to the amended Preliminary Proxy Statement of Crescendo Partners II L.P., Series R and others (collectively, “Crescendo”) filed with the Securities and Exchange Commission (the “Commission”) on September 2, 2005 (the “Amended Preliminary Proxy Statement”) and the Schedule 13D filed by Crescendo with the Commission on July 22, 2005, as subsequently amended. We have been authorized by the Company to provide the comments contained in this letter on behalf of the Company. Unless otherwise noted, references in the text of the comments herein to page numbers are to the version of the Amended Preliminary Proxy Statement filed via EDGAR by Crescendo. Pages 17-18. Crescendo has set forth a summary of certain change in control obligations that will be triggered in the event that its slate of nominee directors is elected at the special meeting of CHC’s shareholders. Crescendo states that the disclosure has been extracted from the preliminary proxy statement filed by CHC on August 24, 2005 (the “CHC Proxy Statement”), and that Crescendo does not take responsibility for the accuracy and completeness of this information. In fact, this disclosure is taken virtually verbatim from the CHC Proxy Statement. Given that the Staff, by letter to Michael C. Caulfield, dated September 6, 2005 and received by this Firm this evening, has requested additional disclosure (presumably because of a wish that more detailed disclosure be supplied to CHC shareholders) concerning these change in control obligations in the CHC Proxy Statement, CHC believes that such new disclosure must also be included in Crescendo’s definitive proxy statement (the “Crescendo Definitive Proxy”). Furthermore, CHC believes the disclosure in the Crescendo Definitive Proxy on this subject must be consistent with the disclosure required by CHC in the CHC Proxy Statement to avoid being misleading. We hope this assists you in your evaluation process. Please do not hesitate to contact me if you have any questions. Very truly yours, /s/Robert Max Crane Robert Max Crane cc: William J. Murphy Michael C. Caulfield, Esq. 2