SEC Company Response from COMPUTER HORIZONS CORP (CIK 0000023019) — Sep 7, 2005
COMPUTER HORIZONS CORP (CIK 0000023019)
Date: Sept. 7, 2005 · CIK: 0000023019 · Accession: 0001104659-05-043188
AI Filing Summary & Sentiment
File numbers found in text: 000-07282
Letter
Securities and Exchange Commission Division of Corporation Finance Attention: 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 10-11. Crescendo states in the Amended Preliminary Proxy Statement that two of the reasons it believes the current directors serving on CHC’s board of directors are not acting in the best interests of CHC shareholders are: (i) CHC’s financial performance over the past several years, and (ii) CHC’s share price performance. Although Crescendo
discloses the reasons for its assertions, it never states why it believes its slate of directors would improve upon these metrics. CHC believes that shareholders should know the identities of the companies on whose boards the Crescendo director nominees currently serve or have served and how those companies have performed. Specifically, disclosure should be supplied regarding Crescendo’s and Eric Rosenfeld’s prior experience and results in situations in which they have initiated proxy contests. In addition, there is no mention of Mr. Rosenfeld’s tenure on the board of directors of Hip Interactive Corp. That service should be disclosed, as should the stock performance subsequent to his becoming a shareholder and a director. This information is necessary to give CHC’s shareholders a fuller understanding of the merits of Crescendo’s claims.
Proxy Card. Crescendo’s proxy card states the following: “If properly executed, this Proxy will be voted as directed on the reverse and in [Eric Rosenfeld’s and Mark Harnett’s] discretion with respect to any other matters as may properly come before the Special Meeting that are unknown to The Computer Horizons Full Value Committee (the "Committee") a reasonable time before this solicitation.” Due to the purpose of the special meeting (i.e., the removal of CHC’s current board of directors, the reduction in the size of the board and the election of new directors), only matters set forth in the Notice of Meeting can properly come before the shareholders at the special meeting. Crescendo’s attempt to obtain discretionary power to vote as to other matters unknown to them is improper and accordingly, the Amended Preliminary Proxy Statement should be revised so that the sentence set forth above ends after the word “reverse”.
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 Member of the Firm Direct Dial: (973) 643-5055 E-mail: mcrane@sillscummis.com 30 Rockefeller Plaza New York, NY 10112 Tel: 212-643-7000 Fax: 212-643-6550 September 7, 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 10-11. Crescendo states in the Amended Preliminary Proxy Statement that two of the reasons it believes the current directors serving on CHC’s board of directors are not acting in the best interests of CHC shareholders are: (i) CHC’s financial performance over the past several years, and (ii) CHC’s share price performance. Although Crescendo discloses the reasons for its assertions, it never states why it believes its slate of directors would improve upon these metrics. CHC believes that shareholders should know the identities of the companies on whose boards the Crescendo director nominees currently serve or have served and how those companies have performed. Specifically, disclosure should be supplied regarding Crescendo’s and Eric Rosenfeld’s prior experience and results in situations in which they have initiated proxy contests. In addition, there is no mention of Mr. Rosenfeld’s tenure on the board of directors of Hip Interactive Corp. That service should be disclosed, as should the stock performance subsequent to his becoming a shareholder and a director. This information is necessary to give CHC’s shareholders a fuller understanding of the merits of Crescendo’s claims. Proxy Card. Crescendo’s proxy card states the following: “If properly executed, this Proxy will be voted as directed on the reverse and in [Eric Rosenfeld’s and Mark Harnett’s] discretion with respect to any other matters as may properly come before the Special Meeting that are unknown to The Computer Horizons Full Value Committee (the "Committee") a reasonable time before this solicitation.” Due to the purpose of the special meeting (i.e., the removal of CHC’s current board of directors, the reduction in the size of the board and the election of new directors), only matters set forth in the Notice of Meeting can properly come before the shareholders at the special meeting. Crescendo’s attempt to obtain discretionary power to vote as to other matters unknown to them is improper and accordingly, the Amended Preliminary Proxy Statement should be revised so that the sentence set forth above ends after the word “reverse”. 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