sc13g

/s/ Howard Golden

Howard Golden

0000950134-08-000778.txt : 20080118 0000950134-08-000778.hdr.sgml : 20080118 20080118170212 ACCESSION NUMBER: 0000950134-08-000778 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080118 DATE AS OF CHANGE: 20080118 GROUP MEMBERS: HOWARD GOLDEN GROUP MEMBERS: KEVIN WYMAN GROUP MEMBERS: SOUTHPAW CREDIT OPPORTUNITY MASTER FUND LP GROUP MEMBERS: SOUTHPAW HOLDINGS LLC SUBJECT COMPANY: 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: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-10980 FILM NUMBER: 08539381 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Southpaw Asset Management LP CENTRAL INDEX KEY: 0001361978 IRS NUMBER: 202641361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203.862.6206 MAIL ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06831 SC 13G 1 d53098sc13g.htm SCHEDULE 13G sc13g

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Computer Horizons Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

205908106

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)


CUSIP No.		205908106	13G


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Southpaw Credit Opportunity Master Fund LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			1,655,458

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,655,458

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,655,458

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	4.9%**

12	TYPE OF REPORTING PERSON*

	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE ITEM 4(b).


CUSIP No.		205908106	13G


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Southpaw Asset Management LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			1,817,595

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,817,595

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,817,595

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	5.4%**

12	TYPE OF REPORTING PERSON*

	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE ITEM 4(b).


CUSIP No.		205908106	13G


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Southpaw Holdings LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			1,817,595

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,817,595

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,817,595

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	5.4%**

12	TYPE OF REPORTING PERSON*

	OO

* SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE ITEM 4(b).


CUSIP No.		205908106	13G


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Kevin Wyman


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			1,817,595

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,817,595

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,817,595

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	5.4%**

12	TYPE OF REPORTING PERSON*

	IN

* SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE ITEM 4(b).


CUSIP No.		205908106	13G


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Howard Golden


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			1,817,595

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,817,595

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,817,595

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	5.4%**

12	TYPE OF REPORTING PERSON*

	IN

* SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE ITEM 4(b).

SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”) relates to shares of common stock, $0.10 par value (“Common Stock”), of Computer Horizons Corp., a New York corporation (the “Issuer”), and is being filed on behalf of (i) Southpaw Credit Opportunity Master Fund LP (“Fund ”), a Cayman Islands limited partnership, (ii) Southpaw Asset Management LP (“Southpaw Management”), a Delaware limited partnership, as the investment manager to Fund and a managed account (the “Managed Account”), (iii) Southpaw Holdings LLC (“Southpaw Holdings”), a Delaware limited liability company, as the general partner of Southpaw Management, (iv) Kevin Wyman, a principal of Southpaw Holdings, and (v) Howard Golden, a principal of Southpaw Holdings (the persons mentioned in (ii) (iii), (iv) and (v) are referred to as the “Southpaw Management Group,” and together with the Fund, the “Reporting Persons”). All shares of Common Stock are held by the Fund and the Managed Account.


Item 1(a)		Name of Issuer.

Computer Horizons Corp.


Item 1(b)		Address of Issuer’s Principal Executive Offices.

2001 Route 46 East, Suite 310
Parsippany, NJ 07054


Item 2(a)		Name of Person Filing.

(i) Southpaw Credit Opportunity Master Fund LP (“Fund”), (ii) Southpaw Asset Management LP (“Southpaw Management”) (iii) Southpaw Holdings LLC (“Southpaw Holdings”) (iv) Kevin Wyman and (v) Howard Golden.


Item 2(b)		Address of Principal Business Office, or, if none, Residence.

Four Greenwich Office Park
Greenwich, CT 06831.


Item 2(c)		Citizenship or Place of Organization.

Fund is a Cayman Islands limited partnership. Southpaw Management is a Delaware limited partnership. Southpaw Holdings is a Delaware limited liability company. Mr. Wyman and Mr. Golden are United States citizens.


Item 2(d)		Title of Class of Securities.

Common stock $0.10 par value (the “Common Stock”).


Item 2(e)		CUSIP Number.

205908106


Item 3		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)		o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)		o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)		o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)		o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)		þ An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

	(f)		o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

	(g)		o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

	(h)		o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)		o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

	(j)		o Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4		Ownership.

	(a)		The Fund may be deemed the beneficial owner of 1,655,458 shares of Common Stock it holds. The Southpaw Management Group may be deemed the beneficial owner of 1,817,595 shares of Common Stock held by Fund and the Managed Account.

	(b)		The Fund may be deemed the beneficial owner of 4.9%, and the Southpaw Management Group may be deemed the beneficial owner of 5.4%, of the Issuer’s outstanding shares of Common Stock, which such percentages were calculated by dividing (i) 1,655,458 (the number of shares of Common Stock held by the Fund) and 1,817,595 (the number of shares of Common Stock held by the Fund and the Managed Account), respectively, by (ii) 33,837,284 shares of Common Stock outstanding as of November 1, 2007 as reported in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 13, 2007.

	(c)		The Southpaw Management Group has the power to vote and dispose of the 1,817,595 shares of Common Stock held by Fund and the Managed Account. The Fund has the power to vote and dispose of the 1,655,458 shares of Common Stock it holds.


Item 5		Ownership of Five Percent or Less of a Class.

Inapplicable.


Item 6		Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.


Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.


Item 8		Identification and Classification of Members of the Group.

Inapplicable.


Item 9		Notice of Dissolution of Group.

Inapplicable.


Item 10		Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


Exhibits		Exhibit 1

Joint Filing Agreement by and among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 18, 2008


		Southpaw Credit Opportunity Master Fund LP

		By: Southpaw GP LLC, its general partner

		By: Name:		/s/ Howard Golden Howard Golden
		Title:		Managing Member

		Southpaw Asset Management LP

		By: Southpaw Holdings LLC, its general partner

		By: Name:		/s/ Howard Golden Howard Golden
		Title:		Managing Member

		Southpaw Holdings LLC

		By: Name:		/s/ Howard Golden Howard Golden
		Title:		Managing Member

		/s/ Kevin Wyman

		Kevin Wyman

EX-99.1 2 d53098exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Computer Horizons Corp., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 18, 2008.


		Southpaw Credit Opportunity Master Fund LP

		By: Southpaw GP LLC, its general partner

		By: Name:		/s/ Howard Golden Howard Golden
		Title:		Managing Member

		Southpaw Asset Management LP

		By: Southpaw Holdings LLC, its general partner

		By: Name:		/s/ Howard Golden Howard Golden
		Title:		Managing Member


		Southpaw Holdings LLC

		By: Name:		/s/ Howard Golden Howard Golden
		Title:		Managing Member

		/s/ Kevin Wyman

		Kevin Wyman

		/s/ Howard Golden

		Howard Golden