8-K

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): December 2, 2003

Computer Horizons Corp.

(Exact name of registrant as specified in its charter)

New York	0-7282	13-2638902
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	IRS Employer Identification No.)
	49 Old Bloomfield Avenue Mountain Lakes, New Jersey	07046-1495
	(Address of principal executive offices)
Registrant’s telephone number, including area code: (973) 299-4000
(Former name or former address, if changed since last report)

Item 5.Other Events and Required FD Disclosure.

1.On December 2, 2003, Computer Horizons Corp. (the “Company”) issued a press release announcing the appointment of Eric P. Edelstein to the Company’s Board of Directors.

2.On December 12, 2003, the Company issued a press release with Aquent LLC (“Aquent”) announcing a mutual resolution of all pending litigation between the parties.

3.As part of the settlement agreement between the Company and Aquent, the Board of Directors of the Company approved an amendment to Article I, Section 3A of the Company’s By-Laws.  The amendment (i) adds “overnight courier” as a means by which a shareholder or shareholders can deliver a request for a special meeting of shareholders, (ii) reduces to 50 days from 75 days the minimum number of days between the date of the request and the date of the requested meeting, (iii) increases to a 45 mile radius of the principal office of the Company from a 30 mile radius the requested site of the meeting and (iv) eliminates the provision that the request or any solicitation thereof is required to be made in compliance with applicable law.  Article I, Section 3.A, as amended, is set forth below:

“Section 3.A. SPECIAL MEETING PROCEDURES. Any request for a special meeting of shareholders that is made by a shareholder or shareholders pursuant to Section 3 of this Article I shall be sent by overnight courier or registered mail addressed to the president or secretary of the corporation at its principal office. The date of the meeting to be specified in any such request shall not be fewer than fifty (50) nor more than ninety (90) days after the date on which such request is actually received, and the place for the meeting to be specified in any such request shall be within a 45-mile radius of the principal office of the corporation. Any such request purporting to schedule an earlier date shall be deemed a request to hold the meeting on the fiftieth (50th) day after receipt. Any such request shall be or become ineffective, and any meeting called or noticed pursuant thereto shall be cancelled if the shareholder or shareholders that sign such request is not or are not the holder or holders of the beneficial interest of 10% or more of the corporation’s issued and outstanding shares on each of the following dates: the date such request is mailed, the record date for the meeting (which shall be fixed by the board of directors within five business days after the receipt of such request), and the date of the meeting.”

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Item 7.Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits

99.1Press Release of Computer Horizons Corp. dated December 2, 2003.

99.2Press Release of Computer Horizons Corp. dated December 12, 2003.

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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, hereto duly authorized.

Dated:  December 15, 2003
	COMPUTER HORIZONS CORP.
	By:	/s/ William J. Murphy
	William J. Murphy
	Chief Executive Officer and President

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

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

COMPUTER HORIZONS EXPANDS BOARD OF DIRECTORS

— Edelstein to Join Board as Independent Director and Member of Audit Committee —

Mountain Lakes, NJ, December 2, 2003 — Computer Horizons Corp. (Nasdaq: CHRZ), a strategic professional services and human capital management company, today announced the appointment of Eric P. Edelstein to the Company’s Board of Directors.  Mr. Edelstein (54) has also been appointed to the Board’s audit committee.  The Board is now comprised of seven directors, six outside and one management director.

Mr. Edelstein’s professional experience includes a thirty-year career at Arthur Andersen, LLP.  Most recently, he was managing partner of the firm’s Northeast and National Business Consulting practices, where in addition to consulting and management duties, he also played a major role in the development of the firm’s technology and software partnerships.  Prior to that, he led the formation, development and growth of Arthur Andersen’s Management and Technology Business Consulting practice, for clients in the insurance and healthcare industries.  Mr. Edelstein’s assignments consisted of process improvements, cost reductions and managing/integrating M&A activity at his client companies.  In addition, Mr. Edelstein was a member of several Arthur Andersen Global Leadership Teams throughout his tenure with the firm.  He holds an MBA from Rutgers University, and is a certified public accountant.

“We have taken several measures this year to strengthen our corporate governance practices.  With the addition of Eric, the CHC board is now comprised of six outside directors and only one management director. We know that Eric will bring valuable insight, strategic counsel and financial expertise to Computer Horizons and our Board and we look forward to working with him,” said Earl L. Mason, non-executive Chairman of Computer Horizons Corp.

About Computer Horizons Corp.

Computer Horizons Corp. (Nasdaq: CHRZ) is a strategic solutions, and human capital management company with more than thirty years of experience, specifically in information technology.  The Company provides its services to a multi-national audience through its “bestshore” delivery centers located globally, and enabling its Fortune 2000 customer base to maximize technology investments.  With the acquisition of RGII Technologies, Inc., CHC has expanded its government practice to include the Federal government sector, a growing market, in addition to various other vertical markets it serves, such as healthcare, insurance and financial services. CHC’s wholly owned subsidiary, Chimes, uses its proprietary technology to enable 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 and Exchange Commission, press releases, and other communications.

# # #

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

COMPUTER HORIZONS AND AQUENT REACH SETTLEMENT AGREEMENT

Mountain Lakes, NJ and Boston, MA, December 12, 2003 – Computer Horizons Corp. [Nasdaq: CHRZ] and Aquent LLC announced today that they have reached a mutual resolution of all pending litigation.

As part of the settlement, Computer Horizons agreed to modify its June 30, 2003 by-law amendment regarding special meeting procedures by, among other things, reducing from 75 to 50 the minimum number of days between the time a 10 percent or more shareholder requests a special meeting of shareholders and the date of that meeting.   In addition, Aquent entered into a standstill agreement pursuant to which, for a period of one year, it agreed not to request a special meeting of Computer Horizons’ shareholders for any purpose, or nominate anyone to serve as a member of CHC’s Board of Directors, or engage in any proxy solicitation of Computer Horizons’ shareholders.

About Computer Horizons Corp.

Computer Horizons Corp. (Nasdaq: CHRZ) is a strategic solutions, and human capital management company with more than thirty years of experience, specifically in information technology. The Company provides its services to a multi-national audience through its “bestshore” delivery centers located globally, and enabling its Fortune 2000 customer base to maximize technology investments. With the acquisition of RGII Technologies, Inc., CHC has expanded its government practice to include the Federal government sector, a growing market, in addition to various other vertical markets it serves, such as healthcare, insurance and financial services. CHC’s wholly owned subsidiary, Chimes, uses its proprietary technology to enable 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 and Exchange Commission, press releases, and other communications.

SOURCE Computer Horizons Corp.

About Aquent

Aquent LLC is a privately-held premier global solutions company with 70 offices across 16 countries. Aquent consists primarily of two divisions: IT Services, providing solutions in application development, quality assurance testing, and project management; and Marketing & Creative Services, providing outsourcing, consulting and staffing for Global 1000 companies. Aquent was founded in 1986 and is headquartered in Boston, MA.  Additional information about the company can be found at www.aquent.com.

COMPUTER HORIZONS CONTACT:

CONTACT:	Michael Shea, CFO	Lauren Felice
	David Reingold, Senior Vice President, Marketing, IR	RF Binder Partners
	Computer Horizons Corp.	(212) 994-7541
	(973) 299-4000	lauren.felice@rfbinder.com
	mshea@computerhorizons.com
	dreingol@computerhorizons.com	Steve Frankel
		Abernathy MacGregor Group
		(212) 371-5999
		slf@abmac.com
AQUENT CONTACT:
	Investors	Media
	Mark Harnett	Matthew Sherman/Jeremy Jacobs
	MacKenzie Partners	Joele Frank, Wilkinson Brimmer Katcher
	212-929-5877	212-355-4449

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