DEFA14A 1 a2109722zdefa14a.htm DEFA14A
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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:
o   Preliminary Proxy Statement
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o   Definitive Proxy Statement
o   Definitive Additional Materials
ý   Soliciting Material Pursuant to §240.14a-12

COMPUTER HORIZONS CORP.

(Name of Registrant as Specified In Its Charter)
         
Payment of Filing Fee (Check the appropriate box):
ý   No fee required
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
    (1)   Title of each class of securities to which transaction applies:
        

    (2)   Aggregate number of securities to which transaction applies:
        

    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        

    (4)   Proposed maximum aggregate value of transaction:
        

    (5)   Total fee paid:
        

o   Fee paid previously with preliminary materials.
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    (1)   Amount Previously Paid:
        

    (2)   Form, Schedule or Registration Statement No.:
        

    (3)   Filing Party:
        


FOR IMMEDIATE RELEASE

    CONTACT:   Michael Shea, Vice President, CFO
David Reingold, Senior Vice President, Marketing, IR
Computer Horizons Corp.
(973) 299-4000
bmurphy@computerhorizons.com
  Lauren Felice
RF Binder Partners
(212) 994-7541
lauren.felice@rfbinder.com


COMPUTER HORIZONS SUES DISSIDENT
TO CURE ITS MISLEADING PROXY MATERIALS

        Mountain Lakes, NJ, April 29, 2003—Computer Horizons Corp. (Nasdaq: CHRZ), a strategic human capital management and professional services company, announced that it had today filed suit in the Federal District Court, District of New Jersey against a dissident shareholder, Aquent LLC, seeking to have Aquent cure and correct its misleading proxy materials and invalidate any proxies received prior to such correction.

        William J. Murphy, President and Chief Executive Officer of Computer Horizons said, "Aquent has entered into a campaign of misleading statements and filings deliberately designed to create the false impression that Computer Horizons is "in play," that it is either up for sale or the subject of a bona fide acquisition proposal. This is not the case. With the assistance of its financial advisor, J.P. Morgan, the Company's Board continues to evaluate Aquent's materials in the context of the Company's current and projected strategic business plans. This lawsuit was necessitated to require Aquent to cure and correct its misleading statements," concluded Mr. Murphy.

About Computer Horizons Corp.

        Computer Horizons Corp. (Nasdaq: CHRZ) is a strategic human capital management and professional services company with more than thirty years of experience, specifically in information technology. As a global leader in systems integration and managed services, Computer Horizons enables companies to maximize technology investments. By leveraging its core business in IT services and its proprietary technology through Chimes, its wholly-owned subsidiary, Computer Horizons is enabling its Global 2000 customer base to align and integrate business planning with human resource management across an enterprise's business functions. For more information on Computer Horizons, please visit our Web site at www.computerhorizons.com.

        Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) that involve a number of risks and uncertainties. It is possible that the assumptions made by management—including, but not limited to, those relating to contract awards, service offerings, market opportunities, results, performance expectations, expectations of cost savings, or proceeds from sale of certain operations—may not materialize.

        Actual results may differ materially from those projected or implied in any forward-looking statements. In addition to the above factors, other important factors include the risks associated with unforeseen technical difficulties, the ability to meet customer requirements, market acceptance of service offerings, changes in technology and standards, the ability to complete cost-reduction initiatives, the ability to execute the sale of certain operations or other initiatives, dependencies on key employees, customer satisfaction, availability of technical talent, dependencies on certain technologies, delays, market acceptance and competition, as well as other risks described from time to time in the Company's filings with the Securities Exchange Commission, press releases, and other communications.

SHAREHOLDERS OF COMPUTER HORIZONS ARE ADVISED TO READ MANAGEMENT'S DEFINITIVE PROXY STATEMENT (THE "DEFINITIVE PROXY STATEMENT") IN



CONNECTION WITH MANAGEMENT'S SOLICITATION OF PROXIES FROM COMPUTER HORIZONS SHAREHOLDERS.

        Shareholders of Computer Horizons and other interested parties may obtain, free of charge, copies of the Definitive Proxy Statement and any other documents filed by Computer Horizons with the SEC, at the SEC's Internet website at www.sec.gov. The Definitive Proxy Statement and these other documents may also be obtained free of charge by contacting Morrow & Co., Inc., the firm assisting Computer Horizons in the solicitation of proxies, toll-free at 1-800-607-0088.

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COMPUTER HORIZONS SUES DISSIDENT TO CURE ITS MISLEADING PROXY MATERIALS