-----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, IYU4SL/ChymUU9iK9OzqswQt6O8+WO/WupSF4S02zVQRoWm+RVmJoWVg3lHSmoNe /il9WtgtKp9TiF0QOiuFig== 0000921895-06-002431.txt : 20070108 0000921895-06-002431.hdr.sgml : 20070108 20061121134910 ACCESSION NUMBER: 0000921895-06-002431 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20061110 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061121 DATE AS OF CHANGE: 20061128 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-07282 FILM NUMBER: 061232380 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 8-K/A 1 form8ka06500_11102006.htm sec document

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549




                                   FORM 8-K/A



                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported) November 10, 2006
                                                        -----------------


                              --------------------

                             COMPUTER HORIZONS CORP.
               (Exact name of registrant as specified in charter)


           NEW YORK                    0-7282                   13-2638902
           --------                    ------                   ----------
  (State or other jurisdiction       (Commission              (IRS Employer
        of incorporation)            File Number)           Identification No.)

      49 Old Bloomfield Avenue, Mountain Lakes, New Jersey    07046-1495
      ------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number, including area code (973) 299-4000
                                                           --------------

          (Former name or former address, if changed since last report)


         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





ITEM 4.01.      CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.


         Grant Thornton LLP ("GT") previously served as the principal
accountants for Computer Horizons Corp. (the "Registrant"). On November 10,
2006, GT was dismissed by the Registrant. The dismissal of GT was recommended by
the Audit Committee of the Registrant's Board of Directors.


         The reports of GT on the Registrant's consolidated financial statements
for the past two fiscal years did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.


         In connection with its audits of the two fiscal years ended December
31, 2004 and 2005, the nine-month period ended September 30, 2006, and the
subsequent interim period through the date of dismissal, there were no
disagreements with GT on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, or any
reportable events (under Item 304(a)(1)(iv)(B) of Regulation S-K), which
disagreements, if not resolved to the satisfaction of GT, would have caused GT
to make reference to the matter in its report. As disclosed in Form 10-K for the
year ended December 31, 2004, on October 26, 2004, Management and the Audit
Committee were informed by GT of certain matters involving internal controls
that GT considered a material weakness. As a result of these deficiencies,
management implemented certain procedures and believes that the material
weakness was remediated.


         On November 10, 2006, the Registrant engaged Amper, Politziner & Mattia
("APM") as the Registrant's principal accountant. The engagement of APM was
recommended by the Audit Committee of the Registrant's Board of Directors.


         During the Registrant's fiscal years ended December 31, 2004 and 2005,
the nine-month period ended September 30, 2006, and the subsequent interim
period from September 30, 2006 until November 10, 2006, the Registrant did not
(a) engage APM as principal accountant to audit the Registrant's financial
statements, or as an independent accountant to audit a significant subsidiary;
or (b) consult with APM with respect to either (i) the application of accounting
principles to a specified transaction, either completed or proposed; (ii) the
type of audit opinion that might be rendered on the Registrant's financial
statements; or (iii) any matter that was either the subject of disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as
defined in Item 304(a)(1)(v) of Regulation S-K).

         The Registrant has provided GT with a copy of the foregoing disclosure.
Attached as Exhibit 16.01 hereto is a copy of GT's letter, dated November 21,
2006, in response to the foregoing disclosure.

         This Current Report on Form 8-K (including Exhibit 16.01 thereto) was
originally filed on November 15, 2006. The Company is filing this amendment to
such Form 8-K in order to supplement the disclosures therein so as to address
the period from September 30, 2006 to November 10, 2006.





ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS.

(a)      Financial Statements of Businesses Acquired. Not Applicable

(b)      Pro Forma Financial Information. Not Applicable

(c)      Shell Company Transactions Not Applicable


(d)      Exhibits.
         16.01 Letter from Grant Thornton LLP dated November 21, 2006.







                                   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.
                                            -----------------------
                                                (Registrant)


Date: November 21, 2006
                                            By: /s/ Barbara Moss
                                                --------------------------------
                                                Barbara Moss
                                                Chief Financial Officer



EX-16.01 2 ex1601to8ka06500_11102006.htm sec document


                                                                   Exhibit 16.01



November 21, 2006


U.S. Securities and Exchange Commission
Office of the Chief Accountant
100 F Street, NE
Washington, D.C. 20549


Re:  Computer Horizons Corp.
     File No. 0-7282

Dear Sir or Madam:


We have read Item 4.01 of Form 8-K/A of Computer Horizons Corp. dated November
21, 2006, and agree with the statements concerning our Firm contained therein.


Very truly yours,



/s/ Grant Thornton LLP
- ----------------------
Grant Thornton LLP


CORRESP 3 filename3.htm sec document


                             COMPUTER HORIZONS CORP.
                            49 OLD BLOOMFIELD AVENUE
                               MOUNTAIN LAKES, NJ
                                   07046-1495




                                November 21, 2006



VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C.  20549
Division Of Corporation Finance
Mail Stop 4561
Attention:  Senior Assistant Chief Accountant Craig Wilson

    RE: COMPUTER HORIZONS CORP.
        ITEM 4.01 FORM 8-K
        ORIGINALLY FILED ON NOVEMBER 15, 2006
        FILE NO. 000-07282

Dear Mr. Wilson:

         We acknowledge receipt of your comment letter dated November 16, 2006
(the "Comment Letter") with regard to the above-referenced matter. We have
reviewed the Comment Letter and provide the following response. Unless otherwise
indicated, the page references below are to the marked version of the revised
Form 8-K filed on the date hereof. Capitalized terms used herein and not
separately defined have the meanings given to them in the Form 8-K/A. For ease
of reference we have reproduced your comments in the Comment Letter in
italicized form below.

         1.    PLEASE AMEND YOUR DISCLOSURE TO STATE WHETHER DURING YOUR TWO
               MOST RECENT FISCAL YEARS AND THE SUBSEQUENT INTERIM PERIOD
               THROUGH THE DATE OF DISMISSAL THERE WERE ANY DISAGREEMENTS WITH
               THE FORMER ACCOUNTANT ON ANY MATTER OF ACCOUNTING PRINCIPLES OR
               PRACTICES, FINANCIAL STATEMENT DISCLOSURE, OR AUDITING SCOPE OR
               PROCEDURE, WHICH DISAGREEMENT(S) IF NOT RESOLVED TO THE
               SATISFACTION OF THE FORMER ACCOUNTANT, WOULD HAVE CAUSED IT TO
               MAKE REFERENCE TO THE SUBJECT MATTER OF THE DISAGREEMENT(S) IN
               CONNECTION WITH ITS REPORTS OR ANY REPORTABLE EVENTS AS DEFINED
               IN ITEM 304(A)(1)(IV)(B) OR REGULATION S-K. IN THE EVENT OF
               DISAGREEMENT(S) AND/OR REPORTABLE EVENT(S), PROVIDE THE SPECIFIC
               DISCLOSURES REQUIRED BY ITEM 304(A)(1)(IV) OF REGULATION S-K.




               RESPONSE

               Item 4.01 of the Form 8-K has been revised in accordance with
               this comment.

         2.    PLEASE AMEND YOUR DISCLOSURE REGARDING CONSULTATIONS WITH YOUR
               NEW AUDITOR TO STATE WHETHER THERE WERE CONSULTATIONS IN THE TWO
               MOST RECENT FISCAL YEARS AND THE SUBSEQUENT INTERIM PERIOD
               THROUGH THEIR ENGAGEMENT. SEE ITEM 304(A)(2) OF REGULATION S-K.

               RESPONSE

               Item 4.01 of the Form 8-K has been revised in accordance with
               this comment.

         3.    TO THE EXTENT THAT YOU MAKE CHANGES TO THE FORM 8-K TO COMPLY
               WITH OUR COMMENTS, PLEASE OBTAIN AND FILE AN UPDATED EXHIBIT 16
               LETTER FROM THE FORMER ACCOUNTANTS STATING WHETHER THE ACCOUNTANT
               AGREES WITH THE STATEMENTS MADE IN YOUR REVISED FORM 8-K.

               RESPONSE

               An updated letter from the former accountants is provided as
               Exhibit 16.01 to the Form 8-K/A.

         OTHER

         In response to your request, attached is a written statement from the
Company providing the acknowledgments requested at the conclusion of the Comment
Letter.

                                     *******

         The Staff is invited to contact the undersigned with any comments or
questions it may have. We would appreciate your prompt advice as to whether the
Staff has any further comments.

                                                       Sincerely,

                                                       /s/ Barbara Moss

                                                       Barbara Moss
                                                       Chief Financial Officer




CORRESP 4 filename4.htm sec document


                             COMPUTER HORIZONS CORP.
                            49 OLD BLOOMFIELD AVENUE
                               MOUNTAIN LAKES, NJ
                                   07046-1495


United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549
Division Of Corporation Finance, Mail Stop 4561
Attention:  Senior Assistant Chief Accountant Craig Wilson

                                                               November 21, 2006


         RE:  COMPUTER HORIZONS CORP.
              ITEM 4.01 FORM 8-K
              ORIGINALLY FILED ON NOVEMBER 15, 2006
              FILE NO. 000-07282

Dear Mr. Wilson:

         We acknowledge receipt of your comment letter dated November 16, 2006
with regard to the above-referenced matter. Computer Horizons Corp. (the
"Company") acknowledges that:

         o     the Company is responsible for the adequacy and accuracy of the
               disclosure in its filings with the Securities and Exchange
               Commission (the "Commission");

         o     staff comments or changes to disclosure in response to staff
               comments do not foreclose the Commission from taking any action
               with respect to its filings; and

         o     the Company may not assert staff comments as a defense in any
               proceeding initiated by the Commission or any person under the
               federal securities laws of the United States.

Computer Horizons Corp.



By /s/ Barbara Moss
   -----------------------------
Name: Barbara Moss
Title: Chief Financial Officer


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