8-K/A

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) October 25, 2005

COMPUTER HORIZONS CORP.

(Exact name of registrant as specified in charter)

New York	0-7282	13-2638902
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
49 Old Bloomfield Avenue, Mountain Lakes, NJ		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):

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

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

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

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

Item 1.01          Entry into a Material Definitive Agreement.

          On October 20, 2005, in connection with appointment of Dennis J. Conroy as Chief Executive Officer and President of Computer Horizons Corp. (the “Company”), the Company entered into an employment letter (the “Conroy Letter”) with Mr. Conroy, which sets forth terms and provisions governing Mr. Conroy’s employment as Chief Executive Officer and President of the Company.  A copy of the Conroy Letter is attached hereto as Exhibit 99.01 and incorporated herein by reference.  The following summary of the Conroy Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the actual text of such letter. 

          The Conroy Letter provides for an annual salary of $365,000.  In connection with his employment, Mr. Conroy received an option grant of to purchase 100,000 shares of the Company’s common stock, $.10 par value, at an exercise price of $4.16 per share pursuant to and in accordance with the Company’s 2004 Omnibus Incentive Compensation Plan (the “2004 Plan”).  Such stock option shall vest and become exercisable as to one-third of such shares on each of October 19, 2006, October 19, 2007 and October 19, 2008.  Such stock option shall vest and become exercisable with respect to all of such shares upon a “Change of Control” as such term is defined in the 2004 Plan.  Mr. Conroy will be provided with a car allowance of $1,000 per month and will be eligible for twenty-five paid vacation days per year.

          In addition, in connection with appointment of Brian A. Delle Donne as Executive Vice President and Chief Operating Officer of the Company, on October 20, 2005, the Company entered into an employment letter (the “Delle Donne Letter”) with Mr. Delle Donne, which sets forth terms and provisions governing Mr. Delle Donne’s employment as Executive Vice President and Chief Operating Officer of the Company.  A copy of the Delle Donne Letter is attached hereto as Exhibit 99.02 and incorporated herein by reference.  The following summary of the Delle Donne Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the actual text of such letter. 

          The Delle Donne Letter provides for an annual salary of $275,000.  In connection with his employment, Mr. Delle Donne received an option grant of to purchase 75,000 shares of the Company’s common stock, $.10 par value, at an exercise price of $4.16 per share pursuant to and in accordance with the Company’s 2004 Omnibus Incentive Compensation Plan (the “2004 Plan”).  Such stock option shall vest and become exercisable as to one-third of such shares on each of October 19, 2006, October 19, 2007 and October 19, 2008.  Such stock option shall vest and become exercisable with respect to all of such shares upon a “Change of Control” as such term is defined in the 2004 Plan.  Mr. Delle Donne will be provided with a car allowance of $1,000 per month and will be eligible for twenty-five paid vacation days per year.

Item 5.02.          Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

          On October 19, 2005, the Company issued a press release announcing the appointments of certain principal officers and directors of the Company, a copy of which press release is annexed hereto as Exhibit 99.03.

          On October 18, 2005, the Company’s Board of Directors appointed Eric Rosenfeld as the non-executive Chairman of the Board.  In addition, the Company’s Board of Directors named Dennis J. Conroy, President and Chief Executive Officer, and Brian A. Belle Donne, Executive Vice President and Chief Operating Officer.  Dennis J. Conroy replaces William J. Murphy as President and Chief Executive Officer.

          Eric Rosenfeld, 48, has served as the managing member of the general partner of Crescendo Partners, L.P., a New York-based investment firm, since 1998. Mr. Rosenfeld was a managing director at CIBC Oppenheimer and its predecessor company for 14 years prior to that. Mr. Rosenfeld is currently and has been on the boards of several other technology related companies.

          Dennis Conroy, 60, served in various leadership roles at management consulting firms, bringing 30 years of management and leadership experience to the Company.  From 2003 to 2004, Mr. Conroy served as a Managing Director at BearingPoint, Inc. From 1998 through 2003, Mr. Conroy held various leadership positions, including membership in Price Waterhouse Coopers’ North American Executive Leadership Team, and CEO of PWC’s West Business Unit. Prior to joining Price Waterhouse Coopers, Mr. Conroy served as vice president of Booz/Allen/Hamilton, Inc.’s communications and technology practice, as well as managing partner of the National Information -- Communications Industry Practice at Coopers & Lybrand.

          Brian Delle Donne, 48, brings significant turnaround and mergers and acquisitions experience to the Company. From 1998 into 2005, Mr. Delle Donne served as Chief Operating Officer of RCM Technologies, Inc., a professional services company delivering IT and engineering solutions to solve client business challenges. Mr. Delle Donne was also president of Knight Facilities Management, a subsidiary of a privately held global engineering and management consulting firm and a senior vice president at Ogden Projects Inc.

Item 9.01          Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired.
	Not Applicable
(b)	Pro Forma Financial Information.
	Not Applicable
(c)	Exhibit.
	99.01	Employment Agreement dated as of October 20, 2005 between Computer Horizons Corp. and Dennis J. Conroy.
	99.02	Employment Agreement dated as of October 20, 2005 between Computer Horizons Corp. and Brian A. Delle Donne.
	99.03	Press release dated October 19, 2005.

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:     October 26, 2005
	By:	/s/ Michael J. Shea
		Michael J. Shea
		Chief Financial Officer

EX-99.01

Exhibit 99.01

October 20, 2005

Dennis J. Conroy
6 Columbus Circle
Eastchester, N.Y. 10709

          Re:          Employment Offer

Dear Dennis:

          I am pleased to extend you an offer of employment as President and Chief Executive Officer of Computer Horizons Corp., a New York corporation (the “Company”). The following sets forth the terms of employment as President and Chief Executive Officer of the Company.

          Your employment is conditioned upon the satisfaction of all the conditions set forth in this letter. Your compensation will include an annual salary of $365,000. You will be eligible to receive an annual bonus at the sole discretion of the Company.

          The Company will grant you a stock option to purchase 100,000 shares (the “Shares”) of common stock, $. 10 par value, of the Company at an exercise price of $4.16 per share pursuant to and in accordance with the Company’s 2004 Omnibus Incentive Compensation Plan (the “2004 Plan”). Such stock option shall vest and become exercisable as to one-third of the Shares on each of October 19, 2006, October 19, 2007 and October 19, 2008. Such stock option shall vest and become exercisable with respect to all of the Shares upon a “Change of Control” as such term is defined in the 2004 Plan.

          The Company will provide you with an automobile allowance of $1,000 per month.

          You are also eligible for twenty-five (25) paid vacation days per year.

          To comply with Federal Immigration Law, we ask that you provide the Company with proof of your identity and citizenship. This can take the form of any two documents such as a birth certificate or passport, along with your driver’s license as photo identification. The Company will copy these documents and immediately return them to you.

          The terms of this offer do not and are not intended to create either an expressed or implied contract of employment for a specified period of time. It is understood that you are voluntarily entering into employment at will with the Company and either you or the Company can terminate the employment relationship at any time with or without prior notice for any reason whatsoever or no reason at all. Moreover, both you and the Company acknowledge that there is no agreement express or implied for any specific period of employment, or for continued employment.

          Dennis J. Conroy
          October 20, 2005
          Page 2

          During the course of your employment, you may be asked to review and sign documents, including but not limited to, those that concern the non-disclosure of confidential information, and if you should leave the employ of the Company, the prompt return of all Company property then in your possession. Your execution of these confidentiality agreements and adherence to their terms are a condition of your employment.

          Please indicate your acceptance of this offer by signing below and returning this letter in its entirety to me within two (2) business days of the date of this letter. Please remember to keep one (1) copy for your records.

	Sincerely,
	/s/  Eric Rosenfeld
	Eric Rosenfeld
	Chairman of the Board
cc:     Personnel File
Agreed and Accepted as of the date first
written above.
/s/  Dennis J. Conroy
Dennis J. Conroy

EX-99.02

Exhibit 99.02

October 20, 2005

Brian A. Delle Donne
78 Sand Spring Road
Morristown, NJ 07960

          Re:          Employment Offer

Dear Brian:

          I am pleased to extend you an offer of employment as Executive Vice President and Chief Operating Officer of Computer Horizons Corp., a New York corporation (the “Company”). The following sets forth the terms of employment as Executive Vice President and Chief Operating Officer of the Company.

          Your employment is conditioned upon the satisfaction of all the conditions set forth in this letter. Your compensation will include an annual salary of $275,000. You will be eligible to receive an annual bonus at the sole discretion of the Company.

          The Company will grant you a stock option to purchase 75,000 shares (the “Shares”) of common stock, $.l 0 par value, of the Company at an exercise price of $4.16 per share pursuant to and in accordance with the Company’s 2004 Omnibus Incentive Compensation Plan (the “2004 Plan”). Such stock option shall vest and become exercisable as to one-third of the Shares on each of October 19, 2006, October 19, 2007 and October 19, 2008. Such stock option shall vest and become exercisable with respect to all of the Shares upon a “Change of Control” as such term is defined in the 2004 Plan.

          The Company will provide you with an automobile allowance of $1,000 per month.

          You are also eligible for twenty-five (25) paid vacation days per year.

          To comply with Federal Immigration Law, we ask that you provide the Company with proof of your identity and citizenship. This can take the form of any two documents such as a birth certificate or passport, along with your driver’s license as photo identification. The Company will copy these documents and immediately return them to you.

          The terms of this offer do not and are not intended to create either an expressed or implied contract of employment for a specified period of time. It is understood that you are voluntarily entering into employment at will with the Company and either you or the Company can terminate the employment relationship at any time with or without prior notice for any reason whatsoever or no reason at all. Moreover, both you and the Company acknowledge that there is no agreement express or implied for any specific period of employment, or for continued employment.

          Brian A. Delle Donne
          October 20, 2005
          Page 2

          During the course of your employment, you may be asked to review and sign documents, including but not limited to, those that concern the non-disclosure of confidential information, and if you should leave the employ of the Company, the prompt return of all Company property then in your possession. Your execution of these confidentiality agreements and adherence to their terms are a condition of your employment.

          Please indicate your acceptance of this offer by signing below and returning this letter in its entirety to me within two (2) business days of the date of this letter. Please remember to keep one (1) copy for your records.

	Sincerely,
	/s/  Eric Rosenfeld
	Eric Rosenfeld
	Chairman of the Board
cc:     Personnel File
Agreed and Accepted as of the date first
written above.
/s/  Brian A. Delle Donne
Brian A. Delle Donne

EX-99.03

Exhibit 99.03

Computer Horizons Announces Executive Management Changes

Board Appoints Eric Rosenfeld, Chairman; Dennis J. Conroy, President and Chief Executive Officer;
Brian A. Delle Donne, Chief Operating Officer

MOUNTAIN LAKES, N.J., Oct. 19 -- Computer Horizons Corp. (Nasdaq: CHRZ) today announced that its Board has appointed Eric Rosenfeld as non-executive Chairman of the Board. In addition, the Company named Dennis J. Conroy, President and Chief Executive Officer, and Brian A. Delle Donne, Chief Operating Officer. Mr. Conroy replaces William J. Murphy as President and Chief Executive Officer.

Eric Rosenfeld has served as the managing member of the general partner of Crescendo Partners, L.P., a New York-based investment firm, since 1998. Mr. Rosenfeld was a managing director at CIBC Oppenheimer and its predecessor company for 14 years prior to that. Mr. Rosenfeld is currently and has been on the boards of several other technology related companies.

Dennis Conroy served in various leadership roles at management consulting firms, bringing 30 years of management and leadership experience to Computer Horizons. From 1998 through 2003, Mr. Conroy held various leadership positions, including membership in Price Waterhouse Coopers’ North American Executive Leadership Team, and CEO of PWC’s West Business Unit. Prior to joining Price Waterhouse Coopers, Mr. Conroy served as vice president of Booz/Allen/Hamilton, Inc.’s communications and technology practice, as well as managing partner of the National Information -- Communications Industry Practice at Coopers & Lybrand.

Brian Delle Donne brings significant turnaround and mergers and acquisitions experience to Computer Horizons. Mr. Delle Donne served as Chief Operating Officer of RCM Technologies, Inc., a professional services company delivering IT and engineering solutions to solve client business challenges, since 1998. Mr. Delle Donne was also president of Knight Facilities Management, a subsidiary of a privately-held global engineering and management consulting firm and a senior vice president at Ogden Projects Inc.

Newly appointed Chairman of the Board, Eric Rosenfeld, commented, “I got involved with Computer Horizons because I believe it is a solid business with strong growth opportunities. I am very confident that with the talented existing employee base and the impressive backgrounds and significant experience that the Board, Dennis and Brian bring to the table, we will work hard to improve operating performance and shareholder value for all CHC shareholders. CHC provides superior service to a very impressive roster of customers and we will see to it that this level of quality is maintained. I am very much looking forward to the coming months and to keeping you informed of our progress.”

About Computer Horizons Corp.

Computer Horizons Corp. (‘CHC’) (Nasdaq: CHRZ) provides professional information technology (IT) services to a broad array of vertical markets, such as financial services, healthcare, pharmaceutical, telecom, consumer packaged goods, as well as the federal government, through its wholly-owned subsidiary, RGII Technologies, Inc.

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, visit http://www.computerhorizons.com.

This communication contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward- looking statements are based upon current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements included in this communication are based on information available to Computer Horizons on the date hereof. Computer Horizons undertakes no obligation (and expressly disclaims any such obligation) to update forward-looking statements made in this communication to reflect events or circumstances after the date of this communication or to update reasons why actual results would differ from those anticipated in such forward-looking statements.

Corporate Contacts:
David Reingold	Lauren Felice
Computer Horizons Corp.	Computer Horizons Corp.
(973) 299-4105	(917) 575-7265
dreingol@computerhorizons.com	Lauren_felice@computerhorizons.com