-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GYcLYDuvIUw7RkBOmWHPtPjVSMa0yhKTCwNv03mb3A2ElElmyojUJ8SlqMTIwD30 sfSkqNSeu1cniKv1BzCZbA== /in/edgar/work/20000627/0000912057-00-029931/0000912057-00-029931.txt : 20000920 0000912057-00-029931.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-029931 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER HORIZONS CORP CENTRAL INDEX KEY: 0000023019 STANDARD INDUSTRIAL CLASSIFICATION: [7373 ] IRS NUMBER: 132638902 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-07282 FILM NUMBER: 661909 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 11-K 1 a11-k.txt 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) for the fiscal year ended December 31, 1999, or [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) for the transition period from ___________________ to __________________. Commission file number ...........................................0-7282 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Computer Horizons Corp. Employee Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principle executive office: Computer Horizons Corp. 49 Old Bloomfield Avenue Mountain Lakes, New Jersey 07046-1495 FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS COMPUTER HORIZONS CORP. EMPLOYEE SAVINGS PLAN December 31, 1999 and 1998 C O N T E N T S
PAGE Report of Independent Certified Public Accountants 3 Financial Statements Statements of Net Assets Available for Benefits 4 Statements of Changes in Net Assets Available for Benefits 5 Notes to Financial Statements 6 - 12 Supplemental Schedules Report of Independent Certified Public Accountants on Supplementary Information 14 Item 27a - Schedule of Assets Held for Investment Purposes 15
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Trustees COMPUTER HORIZONS CORP. EMPLOYEE SAVINGS PLAN We have audited the accompanying statements of net assets available for benefits of Computer Horizons Corp. Employee Savings Plan (the "Plan") as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998 and changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ Grant Thornton LLP Edison, New Jersey June 16, 2000 -3- Computer Horizons Corp. Employee Savings Plan STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31,
1999 1998 ------------- -------- ASSETS Investments (Notes B and C) Guaranteed Fund $ 923,235 $ 2,061,129 Mutual Funds 36,588,008 27,152,768 Common Stock - Computer Horizons Corp. 3,079,066 2,745,574 --------------- ------------ 40,590,309 31,959,471 Contributions receivable (Note A) Employee 243,403 339,040 Employer 46,144 28,271 Participant loans (Note A) 1,018,080 645,133 Cash 323,689 -- --------------- ------------ Net assets available for benefits $ 42,221,625 $ 32,971,915 =============== ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS. -4- Computer Horizons Corp. Employee Savings Plan STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS December 31,
1999 1998 ------------ ------------ Additions Employees' contributions $ 10,150,773 $ 9,904,760 Employers' contributions 1,457,819 708,847 Interest/dividend income 1,743,189 1,627,871 Realized gain 211,205 120,494 Unrealized appreciation in market value of investments 1,007,730 386,558 Other 33,467 -- ------------ ------------ 14,604,183 12,748,530 Deductions Withdrawals (5,350,823) (2,394,727) Expenses (3,650) (2,400) ------------ ------------ (5,354,473) (2,397,127) NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 9,249,710 10,351,403 ------------ ------------ Net assets available for benefits at beginning of year 32,971,915 22,620,512 ------------ ------------ Net assets available for benefits at end of year $ 42,221,625 $ 32,971,915 ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS -5- Computer Horizons Corp. Employee Savings Plan NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 NOTE A - DESCRIPTION OF THE PLAN The following description of Computer Horizons Corp. Employee Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution employee profit-sharing plan, covering all full-time employees of the Company who have completed at least one year of service and a minimum of one thousand (1,000) hours of service. The Plan was established effective April 1, 1983, and amended as of January 1, 1984 and May 31, 1989, to be a qualified profit sharing plan under Internal Revenue Code Section 401(a), with a qualified cash or deferred arrangement under Internal Revenue Code Section 401(k). The Plan was further amended and restated effective January 1, 1990 to comply with the requirements of the Tax Reform Act of 1986 and all applicable Federal laws subsequently enacted and relating thereto. A favorable determination letter dated September 1995 was received from the Internal Revenue Service ("IRS"). On January 1, 1998, the Plan was further amended to reflect the appointment of Merrill Lynch as Plan Trustee. Merrill Lynch also acts as the recordkeeper. Other modifications to the Plan include: (1) a reduction in the eligibility service period from one year to six months, (2) a change in the vesting period from 25% after three years of service and 100% after five years to 100% after three years, and, (3) a change in investment options. CONTRIBUTIONS Each year, participants may contribute between 3 to 15 percent of pretax annual compensation, defined as base pay (regular earnings plus overtime) plus commissions; not to exceed a maximum threshold as specified in the agreement. Participants may also contribute amounts representing distributions from other qualified defined-benefit or contribution plans. The Company contributes 25 percent of the first 4 percent of base compensation that a participant contributes to the Plan. On April 1, 1999, the Company raised this contribution amount to 50 percent of the first 4 percent of the base pay. In order to pass the required IRS Non-Discriminatory Tests for the Plan, participants who exceeded the maximum contribution amounts for 1999 were refunded the excess amounts. The total amount refunded in March 2000 was approximately $253,000. -6- Computer Horizons Corp. Employee Savings Plan NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1999 and 1998 NOTE A (CONTINUED) PARTICIPANT ACCOUNTS AND VESTING Separate accounts are maintained for each participant's contributions and earnings thereon. The participant may direct that the account be invested in one or more Funds permitted by the Plan (Note C). Upon termination of employment, a participant is entitled to 100% of the value of his Salary Deferral account balance (pretax contributions of three to fifteen percent of compensation not to exceed a maximum threshold as specified in agreement), and Rollover Account balance (participants' qualifying rollover distributions), plus a specified percentage of their Employer Matching account balance (participants' share of employer matching contributions) based upon the vesting provisions of the Plan (100% vested after three years of service). Forfeitures resulting from application of the vesting provisions are maintained separately by the Plan and are used to pay plan expenses or future employer contributions. Plan forfeitures approximate $141,000 and $189,000 for 1999 and 1998, respectively. WITHDRAWALS AND DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT Upon termination of employment for any reason, a participant's account balance or periodic payments thereof will be distributed to the participant or designated beneficiary, at his or her option. However, if the value of a participant's account is greater than $5,000, the participant's account will not be distributed before his normal retirement date without the written election of the participant. A participant may modify an election thereafter. LOANS TO PARTICIPANTS The Plan provides for loans to participants to a maximum of the lesser of (1) $50,000 or (2) 50% of the participant's account balance (a minimum $1,000 vested balance required). The loans are payable over a maximum of five years unless the loan is used to acquire a principal residence, in which case the maximum term is fifteen years with interest as specified in the Plan. TERMINATION Although it has not expressed any intent to do so, the Company reserves the right to terminate the Plan at any time. Termination of the Plan shall result in discontinuance of all future Plan contributions and in full and immediate vesting for each participant of the entire amount standing to his or her credit; there shall not be any forfeitures with respect to any participant for any reason. -7- Computer Horizons Corp. Employee Savings Plan NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1999 and 1998 NOTE A (CONTINUED) ADMINISTRATIVE EXPENSE All administrative expenses, charged by the Plan's Recordkeeper, Merrill Lynch, are borne by the Plan. Any expense not covered by the forfeitures is allocated to each participant's account. USE OF ESTIMATES IN FINANCIAL STATEMENTS In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America as applied to profit sharing plans and in accordance with the terms of the trust agreement. The assets of the Plan are valued at quoted market value, at close on the last trade date of the year, except for the Guaranteed Fund which is valued at contract value, which approximates fair value. Dividends are recorded on the ex-dividend date. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). NOTE C - INVESTMENT OF FUNDS All contributions are remitted to the respective fund managers and invested, at the election of the participant, in one or a combination of funds. The funds available to participants are the Guaranteed Fund, various mutual funds and the Computer Horizons Corp. Common Stock Fund. The following is a brief description of the funds available. GUARANTEED FUND The Guaranteed Fund is intended to provide fixed income with minimal risk. Contributions to the Guaranteed Fund are invested primarily under guaranteed investment contracts or contracts with an insurance company guaranteeing an annual effective interest rate for specified periods. -8- Computer Horizons Corp. Employee Savings Plan NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1999 and 1998 NOTE C (CONTINUED) The guaranteed investment contracts are included in the financial statements at contract value, which approximates fair value, as reported to the Plan by the insurance company. The interest rate is guaranteed for the life of the contract. The initial contract term ranges from 3 to 5 years. There have been no new contracts purchased during 1999 and 1998. The average yield and crediting interest rates range from 4.72% to 5.60% for The Travelers Insurance Company for 1998 and for 1999 the average yield and crediting interest rate was 5.60%. The amounts remitted to insurance company for guaranteed income contracts become the assets of those companies, which, in turn, assume an obligation to fulfill the contract terms. The ultimate ability to repay principal and interest is dependent upon the financial stability of the insurance company. Guaranteed investment contracts at December 31 consist of the following:
1999 1998 ------------- ----------- The Travelers Insurance Company $ 923,235 $2,061,129* ============= ===========
*Denotes investments which exceed 5% of net assets available for Plan benefits at the beginning of the year. MUTUAL FUNDS The Merrill Lynch Retirement Preservation Trust is a low risk fund which provides preservation of capital, liquidity and current income at levels that are typically higher than those provided by money market funds. The Merrill Lynch International Equity Fund is a stock fund that seeks capital appreciation and income through investment primarily in a diversified portfolio of stocks located in countries other than the United States. The Merrill Lynch S&P 500 Index Fund is a stock fund that invests in individual stocks corresponding with the Standard & Poor's 500 Index. The Merrill Lynch Small Cap Index Fund is a stock fund that includes smaller capitalization stocks from various industrial sectors. -9- Computer Horizons Corp. Employee Savings Plan NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1999 and 1998 NOTE C (CONTINUED) The Merrill Lynch Global Allocation Fund is a growth and income fund which seeks high total investment return consistent with prudent risk. The Massachusetts Investors Trust is a conservative growth and income fund which invests primarily in stocks and seeks reasonable current income and long-term growth of income and capital. The MFS Research Fund is a moderate growth fund which primarily invests in stocks and seeks long-term growth of capital and future income. The Merrill Lynch Capital Fund is a growth and income fund which seeks the highest total investment return consistent with prudent risk. The Merrill Lynch Intermediate Corporate Bond Fund is an income fund which invests over 80% in domestic bonds and seeks a high level of current income. -10- Computer Horizons Corp. Employee Savings Plan NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1999 and 1998 NOTE C (CONTINUED) Investments in mutual funds are valued at quoted market value and at December 31 consist of the following:
1999 1998 ---------------- ------------- Merrill Lynch Retirement Preservation Trust $ 5,580,675* $ 3,963,507* Merrill Lynch International Equity Fund 803,758 262,188 Merrill Lynch S&P 500 Index Fund 10,592,033* 6,654,472* Merrill Lynch Small Cap Index Fund 961,428 351,337 Merrill Lynch Global Allocation Fund 692,385 289,296 Massachusetts Investors Trust 11,934,410* 11,023,899* MFS Research Fund 1,712,254* 756,357 Merrill Lynch Capital Fund 3,711,236* 3,529,571* Merrill Lynch Intermediate Corporate Bond Fund 599,829 322,141 ---------------- ------------ $ 36,588,008 $ 27,152,768 ================ ============
*Denotes investments which exceed 5% of net assets available for Plan benefits at the beginning of the year. COMPUTER HORIZONS CORP. COMMON STOCK FUND Effective January 1, 1996, participants were able to invest contributions in the Computer Horizons Corp. Common Stock Fund, which invests in the common stock of the Plan Sponsor, Computer Horizons Corp. Merrill Lynch, as an independent agent, invests in the Company shares that are obtained by Merrill Lynch directly from the Company out of its authorized but unissued shares of common stock, out of its treasury shares, or on the open market. Total value of investments in Computer Horizons Corp. common stock at December 31, 1999 and 1998 valued at quoted market value is $ 3,079,066* and $2,745,574*, respectively. -11- Computer Horizons Corp. Employee Savings Plan NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1999 and 1998 NOTE C - (Continued) The net appreciation (depreciation) in fair value of investments for the years ended December 31, 1999 and 1998 is summarized as follows: 1999 1998 ---- ---- Mutual Funds $1,557,599 $1,867,270 Common Stock-Computer Horizons Corp. (549,569) (1,480,712) ---------- ---------- $1,007,730 $ 386,558 ---------- ---------- ---------- ---------- NOTE D - TAX STATUS OF PLAN The Internal Revenue Service has determined and informed the Company by a letter dated September 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. -12- SUPPLEMENTAL SCHEDULES REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SUPPLEMENTARY INFORMATION Board of Trustees COMPUTER HORIZONS CORP. EMPLOYEE SAVINGS PLAN Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Grant Thornton LLP Edison, New Jersey June 16, 2000 -14- Computer Horizons Corp. Employee Savings Plan EIN: 13-2638902, Plan # 001 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1999
(a) (b) Identity of issuer, borrower, lessor or similar party (c) Description of investment (e) Current value --------------------------------- ----------------------------- ----------------- Group Annuity Contracts, Provide a guaranteed interest rate At contract value for a specified period of time. The Travelers Insurance Co. 5.60% $ 923,235 ============ Mutual Funds ML Retirement Preservation Trust A low risk fund which provides preservation of capital, liquidity 5,580,675.00 shares and current income at levels that are typically higher than those provided by money market funds. $ 5,580,675 ML International Equity Fund A stock fund that seeks capital appreciation and income through 66.536.31 shares investment primarily in stocks located in countries other than the United States. 803,758 ML S&P 500 Index Fund A stock fund that invests in individual stocks 587,793.22 shares corresponding with the Standard & Poor's 500 Index. 10,592,033 ML Small Cap Index Fund A stock fund that includes smaller capitalization stocks from 81,615.25 shares various industrial sectors. 961,428 ML Global Allocation Fund A growth and income fund which seeks high total investment return 49,358.53 shares consistent with prudent risk. 692,385 Massachusetts Investors Trust A conservative growth and income fund which invests primarily 569,661.61 shares in stocks and seeks reasonable current income and long-term growth of income and capital. 11,934,410 MFS Research Fund A moderate growth fund which primarily invests in stocks and 59,329.65 shares seeks long-term growth of capital and future income. 1,712,254 ML Capital Fund A growth and income fund which seeks the highest total 115,722.99 shares investment return consistent with prudent risk. 3,711,236 ML Intermediate Corporate Bond Fund An income fund which invests over 80% in domestic bonds 54,828.99 shares and seeks a high level of current income. 599,829 ------------ $ 36,588,008 ============ Cash $ 323,689 ============ Stocks Computer Horizons Corp. Common stock $ 3,079,066 190,359.06 shares * ============ Participant loans, with interest which ranges from 5.50% to 10.78% $ 1,018,080 ============ *Party-in-interest
-15- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934,the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Computer Horizons Corp. Employee Savings Plan Date: June 28, 2000 /s/ William J. Murphy --------------------------------- By: William J. Murphy Title: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----