-----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, Q+yeshlQbE3QCHq7TEiHBAszAFzADmd0sZDHJ+bBp1NfNhZEL1U88uDj/2wl6cM1 Mf0Kb7Ek4DamC0i86gVF5Q== 0000914317-98-000434.txt : 19980716 0000914317-98-000434.hdr.sgml : 19980716 ACCESSION NUMBER: 0000914317-98-000434 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980715 SROS: NASD FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-07282 FILM NUMBER: 98666266 BUSINESS ADDRESS: STREET 1: 49 OLD BLOOMFIELD AVE CITY: MOUNTAIN LAKES STATE: NJ ZIP: 07046-1495 BUSINESS PHONE: 2014027400 MAIL ADDRESS: STREET 1: 49 0LD BLOOMFIELD AVE CITY: MOUNTAIN LAKES STATE: NJ ZIP: 07046-1495 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 30, 1998 COMPUTER HORIZONS CORP. ----------------------- (Exact name of Registrant as specified in its Charter) NEW YORK 0-7282 13-2638902 - -------------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) 49 OLD BLOOMFIELD AVENUE, MOUNTAIN LAKES, NEW JERSEY 07046-1495 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (973) 299-4000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 30, 1998, Computer Horizons Corp., a New York corporation (the "Company"), announced that it had completed the acquistion of Spargo Consulting PLC, a corporation organized under the laws of the United Kingdom ("Spargo"). On June 3, 1998, the Company commenced a share for share offer (the "Offer") to the holders of the issued and outstanding ordinary shares of Spargo (the "Spargo Shares") to exchange 0.15096 shares of the Company's common stock, $.10 par value per share (the "Computer Horizons Common Stock"), for each of the 12,500,000 issued and outstanding Spargo Shares. A registration statement on Form S-4 relating to the Offer was filed with the Securities and Exchange Commission on May 22, 1998 and was declared effective on June 2, 1998. The Offer was subject to certain conditions, including the receipt of acceptances with respect to not less than 90% of the Spargo Shares. As of June 24, 1998, acceptances had been received with respect to 11,491,238 Spargo Shares, comprising 91.93% of the outstanding Spargo Shares. The Company formally declared on June 30, 1998 that each other condition to the consummation of the Offer had been satisfied, and thereby became obligated pursuant to the terms of the Offer to acquire the Spargo Shares with respect to which acceptances had been received. The Company has initiated proceedings in the United Kingdom pursuant to which it will acquire the remaining Spargo Shares in exchange for Computer Horizons Common Stock at the same rate of exchange as that reflected in the Offer. Spargo is an information technology consultant in the United Kingdom. It offers a range of services in software applications including design, production, maintenance and upgrades of software for a variety of business applications. A copy of the Company's June 30, 1998 press release has been filed as an exhibit to this report and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) and (b) None. (c) The following document is furnished as an Exhibit to this Current Report on Form 8-K pursuant to Item 601 of Regulation S-K: 20. Press release dated June 30, 1998 of Computer Horizons Corp. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMPUTER HORIZONS CORP. Date: July 14, 1998 By: /s/William J. Murphy -------------------- Name: William J. Murphy Title: Chief Financial Officer EXHIBIT INDEX DOC. NO. DOCUMENT DESCRIPTION 20. Press release dated June 30, 1998 of Computer Horizons Corp. EX-20 2 COMPUTER HORIZONS COMPLETES ACQUISITION OF UK-BASED SPARGO CONSULTING PLC Company Expands Solutions, EMU and International Capabilities MOUNTAIN LAKES, N.J., June 30, 1998--Continuing its aggressive globalization program, Computer Horizons Corp. (NASDAQ:CHRZ), a diversified information services and proudcts company, today announced that its offer for London Stock Exchange-listed Spargo Consulting PLC has been successfully completed. The offer, on June 3, 1998, became wholly unconditional with acceptances aggregating over 90% of Spargo Consulting's issued shared capital. Computer Horizons therefore has the right under English Company Law to acquire compulsorily the remaining shareholdings of those Spargo Consulting stockholders on the same terms as the initial offer. Computer Horizons is acquiring Spargo Consulting in exchanges for common stock. Under the terms of the offer, each share of Spargo Consulting receives 0.15096 of a share of Computer Horizons common stock. The transaction involves the issue of approximately 1.9 million shares of common stock representing slightly less than 6.6% of Computer Horizons' current outstanding common stock, with an approximate value of $67.4 million. Spargo Consulting's board of directors recommended the offer to its shareholders. "After carefully reviewing dozens of acquisition candidates, we selected Spargo Consulting because it best matched our strategic goals," stated John Cassese, President and Chairman of Computer Horizons. "Further, based on their historical financial performance, we believe the acquisition will be immediated accretive. A successful UK IT solutions firm, Spargo has been able to attract an impressive array of blue chip clients, many of which are the European affiliates of US headquartered Fortune 500 companies. Expanding upon their current strategic offerings--including thier emerging EMU practice--matches our stated beyond Year 2000 strategy." "The acquisition of Spargo Consulting further enables Computer Horizons to better respond to the growing demand for our services in the UK, and complements our existing strengths in the US market. Spargo Consulting brings with it considerable infrastructure and an experienced management team which will strengthen Computer Horizons' global presence. Up to now, the amount of Computer Horizons revenue derived from sources outside the U.S. has not been significant," added William J. Murphy, Chief Financial Officer and Executive Vice President of Computer Horizons. Tony Spargo, President of Spargo Consultings, who wil be staying with the acquired company, stated, "The acqusition will enable, for the first time, Spargo Consulting to service its customers on the US side of the Atlantic while increasing its offerings on the British side. Being able to add Computer Horizons' Year 2000 capabilities to our EMU practice will be a win-win situation for all of our clients." "Spargo Consulting has built itself into a leading UK-based information technology service provider," said Bob Morton, Chairman of Spargo Consulting. "By combining with Computer Horizons we can expand and develop the range of services that we can offer, add resources to support our growing client base and enhance our quality of service." Spargo Consulting is an information technology consultancy service provider in the UK offering a range of services in software applications including build, maintenance and enhancement, for a largely blue chip client base in the UK. Spargo Consulting's target customer base comprises large computer users in major corporations, financial institutions and leading consulting companies based in the UK, the US and Western Europe. Spargo Consulting's client list includes TSB Plc, Xerox Limited, J.P. Morgan, J.H. Marsh & McLellan Limited and Ladbroke Raacing Limited. Computer Horizons Corp., founded in 1969, is a diversified information technology services company with 4,000 employees worldwide. Through its international network of 50 offices in the US, UK, and Canada, it provides clients with resource augmentation and advanced technology solutions to business problems through applications development, client/server migration, network management, emerging technologies, and legacy systems maintenance, including its industry-leading solution to the millenium date-change problem, Signature 2000. Please visit our Web site at http://www.computerhorizons.com. E-mail address for more information is: information@chc.fabrik.com. This press release includes certain "forward-looking statements" for purposes of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 that involves risks and uncertainties that could cause actual results to differ materially. Such statements are based upon, among other things, assumptions made by, and information currently available to, management, including management's own knowledge and assessment of Computer Horizons' industry and competition. CONTACT: David Reingold/William Murphy Stacy Lipschitz/Laura Hupprich Computer Horizons Ruder Finn (973) 299-4000 (212) 583-2757/ (212) 593-6387 dreingol@computerhorizons.com lipschitzs@ruderfinn.com wmurphy@computerhorizons.com hupprich@ruderfinn.com -----END PRIVACY-ENHANCED MESSAGE-----