8-K

UNITED STATES
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): November 9, 2005

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)

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:

o Written communication 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 2.02     Results of Operations and Financial Condition.

          The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the “Exchange Act,” except as shall be expressly set forth by specific reference in such filing.

          On November 9, 2005, Computer Horizons Corp. (the “Company”) issued a press release regarding the Company’s financial results for its fiscal quarter ended September 30, 2005. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits.

           (c)     Exhibits.

Exhibit Number	Description
99.1	Press Release of Computer Horizons Corp. dated November 9, 2005 2005.

2

SIGNATURE

          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.

Dated:  November 15, 2005

COMPUTER HORIZONS CORP.
By:	/s/ Michael J. Shea
	Michael J., Shea
	Chief Financial Officer

3

EX-99.1

Exhibit 99.1

Computer Horizons Reports Third Quarter 2005 Results

MOUNTAIN LAKES, N.J., Nov. 9 /PRNewswire-FirstCall/ -- Computer Horizons Corp. (Nasdaq: CHRZ), a strategic solutions and professional services company, today announced its financial results for the third quarter and nine months ended September 30, 2005.

As previously announced by the company, at a special meeting early in October, CHC shareholders elected a new Board of Directors, which is now chaired by Eric Rosenfeld, president and chief executive officer of Crescendo Partners. The Board also appointed Dennis Conroy, president and chief executive officer, and Brian Delle Donne, executive vice president and chief operating officer.

Dennis Conroy, president and chief executive officer, said, “Both Brian Delle Donne and I are delighted to join Computer Horizons, and we are looking forward to the opportunities that lie ahead. Brian and I were brought on by the Board to boost performance and to maximize CHC’s value to its shareholders, customers and employees. To this end, we have been working diligently to review the Company’s portfolio of assets, cost structure and customer relationships. While we are beginning to develop perspectives and ideas for improvement, it is too early in the process to specify strategic or tactical initiatives. As has been reported, the Company has retained the services of Jefferies Broadview to help us explore strategic alternatives to maximize value. And, I can promise that we are working hard to review all of these alternatives.

“We are disappointed to report a loss in the third quarter, but under the circumstances, this was to be expected,” continued Conroy. “During this period, the Company incurred costs related to the recent proxy contests and also absorbed costs associated with the proposed merger with Analysts International, which, ultimately was voted down by shareholders. Brian and I are here to work with the Computer Horizons team to turn around our business, and to surface and realize the intrinsic value of the enterprise. We will draw on the continued dedication and considerable talent and experience of our diverse employee population. We plan to keep you informed of our plans as they unfold.”

Financial Highlights

CHC recorded consolidated revenues for the third quarter of 2005 of $67.4 million, a 3 percent decrease from the third quarter of 2004. The Company reported a net loss of $7.3 million, or $(0.23) per share for the third quarter of 2005, compared with a net loss of $460,000, or $(0.01) per share in the comparable period of 2004. The 2005 net loss includes special charges of $5.4 million, or $(0.17) per share, related to expenses for the proposed merger with Analysts International and costs related to the recent proxy contests, as well as restructuring expense of $574,000, or $(0.02) per share. Gross margins for the third quarter of 2005 improved to 32.3 percent, up from 31.0 percent in the comparable period in 2004.

CHC recorded consolidated revenues for the first nine months of 2005 of $203.1 million, a four percent increase over the first nine months of 2004. The Company reported a net loss of $7.0 million, or $(0.22) per share for the first nine months of 2005, compared with a net loss of $902,000, or $(0.03) per share in the comparable period of 2004. Net loss for the first nine months of 2005 includes special charges of $5.5 million, or $(0.17) per share, related to expenses for the proposed merger with Analysts International and costs related to the recent proxy contests, partially offset by special credits pertaining to bad-debt recovery and the gain on sale of assets of $1.0 million, or $0.03 per share, along with restructuring expenses of $716,000, or $(0.02) per share. The net loss for the first nine months of 2004 included special credits of $939,000, or $0.02 per share. Adjusted EBITDA for the first nine months of 2005 was $1.8 million (see Adjusted EBITDA Table).

Commenting on CHC’s financial position and performance, Michael J. Shea, chief financial officer of Computer Horizons, said, “I am disappointed by the overall third quarter results but, having said that, I am pleased with the improvement we were able to show this quarter in gross margins, as we are reporting our strongest gross margins since early 2004. As a result of several non-recurring costs, SG&A expenses increased in the third quarter. With our continued focus on tightening operating expenses, I anticipate a reduction in SG&A in the fourth quarter.”

Looking Forward

Conroy concluded, “The new leadership team is in the process of assessing CHC’s operations and its strategic alternatives; consequently, we will not be providing forward-looking guidance at this time. However, we expect to provide updates on Company direction and outlook as we complete our strategic review.”

OPERATIONAL REVIEW BY BUSINESS SEGMENT

Condensed financial information is presented below for each of the Company’s business segments. Total income/(loss) before income taxes excludes interest income/expense, amortization and special charges/credits. [See Reconciliation of Segments Income/ (Loss) Before Income Taxes to Consolidated Income/ (Loss) Before Income Taxes]

	THREE MONTHS ENDED						NINE MONTHS ENDED
	Sept. 30, 2005			Sept. 30, 2004			Sept. 30, 2005			Sept. 30, 2004
Revenues :
Commercial	$	49,183		$	50,128		$	148,504		$	140,917
Federal		10,862			13,267			33,805			36,692
Chimes		7,372			6,002			20,747			17,284
Total Revenues		67,417			69,397			203,056			194,893
Gross Profit :
Commercial		9,590			9,625			28,316			28,668
Federal		5,029			6,237			15,723			16,755
Chimes		7,159			5,655			20,027			16,278
Total Gross Profit		21,778			21,517			64,066			61,701
%		32.3	%		31.0	%		31.6	%		31.7	%
Operating Income :
Commercial		2,425			1,632			7,337			6,964
Federal		896			2,005			3,352			5,245
Chimes		1,420			395			4,216			1,217
Total Operating Income		4,741			4,032			14,905			13,426
%		7.0	%		5.8	%		7.3	%		6.9	%
Corporate Allocation :
Commercial		4,685			3,493			12,693			11,763
Federal		479			417			1,330			1,384
Chimes		782			456			1,984			1,571
Total Corporate Allocation		5,946			4,366			16,007			14,718
%		8.8	%		6.3	%		7.8	%		7.6	%
Total Income / (Loss) before Income Taxes :
Commercial		(2,260	)		(1,861	)		(5,356	)		(4,799	)
Federal		417			1,588			2,022			3,861
Chimes		638			(61	)		2,232			(354	)
Total Income / (Loss) before Income Taxes	$	(1,205	)	$	(334	)	$	(1,102	)	$	(1,292	)
%		-1.8	%		-0.5	%		-0.5	%		-0.7	%

Reconciliation of Segments Income/ (Loss) Before Income Taxes to Consolidated

Income/ (Loss) Before Income Taxes (in thousands)

	THREE MONTHS ENDED						NINE MONTHS ENDED
	Sept. 30, 2005			Sept. 30, 2004			Sept. 30, 2005			Sept. 30, 2004
Total Segment Income / (Loss) Before Income Taxes :	$	(1,205	)	$	(334	)	$	(1,102	)	$	(1,292	)
Adjustments :
Special (charges) / credits		(5,424	)					(4,492	)		939
Restructuring Charges		(574	)					(716	)
Amortization of intangibles		(233	)		(484	)		(847	)		(1,212	)
Net interest income		258			93			553			205
Total adjustments		(5,973	)		(391	)		(5,502	)		(68	)
Consolidated Income / (Loss) Before Income Taxes	$	(7,178	)	$	(725	)	$	(6,604	)	$	(1,360	)

Highlights from the Commercial Sector
--	Revenues for the third quarter were $49.2 million, a 2 percent decrease from the third quarter of 2004.
--	Gross margins for the third quarter were 19.5 percent, slightly higher than the 19.2 percent margins reported in the third quarter of 2004, and a more than one percentage point higher than the 18.2 percent margins reported in the second quarter of 2005.
--	During the third quarter, the Commercial sector reported a loss of $(0.07) per share.
--	The Company was added to four new preferred vendor lists and renewed at one other during the third quarter of 2005.
--	CHC’s nearshore and offshore outsourcing options remain viable alternatives for its customers, and growth continues.  In particular, the amount of solutions work in the Montreal outsourcing center has more than doubled when compared to last year.
--	Total billable headcount at the end of the third quarter of 2005 was approximately 1,900 essentially flat compared with the third quarter of 2004 but up six percent from the second quarter of 2005.

Highlights from the Federal Government Sector
--	Revenues for the third quarter were $10.9 million, an 18 percent decrease over the comparable period in 2004 and a decrease of five percent over the second quarter of 2005.  The year-over-year revenue decrease is partially attributable to the transition of restricted contracts, as well as to the overall delays and diversions in government funding resulting from current military efforts.  The transitioning of contracts to unrestricted contract vehicles is complete, and we anticipate the return to strong organic growth in 2006.
--	During the third quarter, RGII was awarded contracts totalling over $18.8 million by the Veterans Benefits Administration, Dept. of Defense Tricare Management Activity (TMI&S), Dept. of the Navy - Bowhead Support Services, Dept. of State, NMIMC (Bay Tech) and Dept. of Defense/DBIDS.
--	During the third quarter, the Federal Government sector contributed $0.01 per share to CHC’s bottom line.  The gross margin percentages remained consistent but, due to lower revenue, operating profit declined from the prior year period.
--	Funded backlog as of September 30, 2005 for RGII is approximately $17.8 million and contracted (unfunded) backlog approximates $116.9 million.

Chimes, Inc. Highlights
--	Chimes reported $7.4 million in revenue for the third quarter of 2005, a 23 percent increase from the comparable period in 2004, and a five percent increase from the second quarter of 2005.
--	During the third quarter, Chimes contributed $0.02 per share to CHC’s bottom line.  Gross margin was 97.1 percent, an improvement from the prior year margin of 94.2 percent.
--	Chimes signed contracts with DS Waters of America, and a large investment management firm. The company was also engaged by several other companies, through its strategic channel partnerships.
--	Chimes pre-tax bottom-line results improved, from a loss of $(61,000) in the third quarter of 2004 to income of $638,000 in the third quarter of 2005.

          About Computer Horizons Corp.

Computer Horizons Corp. (Nasdaq: CHRZ) provides professional information technology (IT) services to a broad array of vertical markets, including 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.

Forward-Looking Statements

This press release 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 including, but not limited to, 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, 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. All forward-looking statements included in this press release are based on information available to the Company on the date hereof. The Company undertakes no obligation (and expressly disclaims any such obligation) to update forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to update reasons why actual results would differ from those anticipated in such forward-looking statements.

Corporate Contacts:	David Reingold, Senior Vice President
	Investor Relations, Marketing
	Computer Horizons Corp.
	(973) 299-4105
	dreingol@computerhorizons.com
	Lauren Felice, Vice President
	Investor Relations, Marketing
	Computer Horizons Corp.
	(973) 299-4061
	lfelice@computerhorizons.com

          Adjusted EBITDA Reconciliation:

          A reconciliation of net income/ (loss) as reported to adjusted EBITDA is as follows:

	THREE MONTHS ENDED						NINE MONTHS ENDED
(in thousands)	Sept. 30, 2005			Sept. 30, 2004			Sept. 30, 2005			Sept. 30, 2004
Net income / (loss) as reported	$	(7,338	)	$	(460	)	$	(6,964	)	$	(902	)
Income taxes / (benefit)		160			(323	)		360			(480	)
Special charges / (credits)		5,424			—			4,492			(939	)
Restructuring expenses		574			—			716			—
Amortization of intangibles		233			484			847			1,212
Net interest income		(258	)		(93	)		(553	)		(205	)
Minority interest		—			58			—			22
Depreciation		855			1,118			2,901			3,709
Adjusted EBITDA *	$	(350	)	$	784		$	1,799		$	2,417

* To supplement our consolidated financial statements presented in accordance with GAAP, we use the non-GAAP financial measure of Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), which is adjusted from results based on GAAP to exclude certain items. This non-GAAP financial measure is provided to enhance the user’s overall understanding of our current financial performance and our prospects for the future. Specifically, we believe the non-GAAP financial measure provided is useful information to both management and investors by excluding certain items that may not be indicative of our core operating results. In addition, because we have historically reported certain non-GAAP financial measures to investors, we believe the inclusion of non-GAAP financial measures provides consistency in our financial reporting. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. The non-GAAP financial measure included in this press release has been reconciled to the nearest GAAP measure.

Computer Horizons Corp. and Subsidiaries
Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share data)

	THREE MONTHS ENDED						NINE MONTHS ENDED
	Sept. 30, 2005			Sept. 30, 2004			Sept. 30, 2005			Sept. 30, 2004
Revenues
Commercial	$	49,183		$	50,128		$	148,504		$	140,917
Federal		10,862			13,267			33,805			36,692
Chimes		7,372			6,002			20,747			17,284
Total		67,417			69,397			203,056			194,893
Direct Costs		45,639			47,880			138,990			133,192
Gross Profit		21,778			21,517			64,066			61,701
Selling, General & Admin.		22,983			21,851			65,168			62,993
Special Charges / (Credits)		5,424						4,492			(939	)
Restructuring Charges		574						716
Amortization of Intangibles		233			484			847			1,212
Income / (Loss) from Operations		(7,436	)		(818	)		(7,157	)		(1,565	)
Net Interest Income		258			93			553			205
Income / (Loss) Before Income Taxes		(7,178	)		(725	)		(6,604	)		(1,360	)
Income (Taxes) / Benefit		(160	)		323			(360	)		480
Minority Interest					(58	)					(22	)
Net Income / (Loss)	$	(7,338	)	$	(460	)	$	(6,964	)	$	(902	)
Earnings / (Loss) per share - Basic and Diluted	$	(0.23	)	$	(0.01	)	$	(0.22	)	$	(0.03	)
Weighted Average Number of Shares Outstanding - Basic and Diluted		31,375,000			30,931,000			31,280,000			30,806,000

COMPUTER HORIZONS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

(Unaudited - In thousands)

	September 30, 2005			December 31, 2004
ASSETS
Current Assets :
Cash and cash equivalents*	$	43,777		$	33,649
Accounts receivable, less allowance for doubtful accounts		54,553			51,322
Deferred income taxes		603			1,868
Refundable income taxes		6,105			4,088
Other receivables		239			1,443
Prepaid expenses and other		2,924			4,107
Total Current Assets		108,201			96,477
Property and equipment, net		5,374			5,995
Other assets - net :
Goodwill		27,625			27,625
Intangibles		2,170			3,253
Deferred income taxes		18,862			17,698
Other assets		8,449			8,036
Total Assets	$	170,681		$	159,084
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities :
Accounts payable	$	27,092		$	7,615
Accrued payroll		10,452			8,489
Income taxes payable		1,623			1,377
Restructuring reserve		1,271			3,351
RGII contingency payment					1,851
Other accrued expenses		3,717			4,912
Total Current Liabilities		44,155			27,595
Deferred compensation		2,733			2,633
Supplemental executive retirement plan		2,240			2,162
Other liabilities		917			913
Total Liabilities		50,045			33,303
Shareholders’ Equity :
Common stock		3,315			3,315
Additional paid in capital		150,883			151,281
Accumulated comprehensive loss		(1,900	)		(2,200	)
Retained earnings / (deficit)		(21,038	)		(14,072	)
		131,260			138,324
Less treasury shares		(10,624	)		(12,543	)
Total Shareholders’ Equity		120,636			125,781
Total Liabilities and Shareholders’ Equity	$	170,681		$	159,084

* Cash and cash equivalents at September 30, 2005 and December 31, 2004 include approximately $21.1 million and $2.1 million, respectively, of cash to be disbursed to Chimes vendors in accordance with the client payment terms.

COMPUTER HORIZONS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited - In thousands)

	Sept. 30, 2005			Sept. 30, 2004
Cash flows from operating activities
Net income / (loss)	$	(6,964	)	$	(902	)
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:
Deferred taxes		101			(867	)
Depreciation		2,901			3,709
Amortization of intangibles		847			1,212
Provision for bad debts		458			982
Gain on sale of assets		(327	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		(3,689	)		(4,470	)
Other receivables		1,204			(331	)
Prepaid expenses and other		1,182			848
Other assets		(412	)		(499	)
Refundable income taxes		(2,017	)		(3,534	)
Accrued payroll, payroll taxes and benefits		1,963			997
Accounts payable		19,477			169
Income taxes payable		246			2,154
RGII contingency payment		(1,851	)		(631	)
Other accrued expenses and restructuring reserve		(3,192	)		(3,186	)
Deferred compensation		100			428
Supplemental executive retirement plan		78			360
Other liabilities		3			304
Net cash provided by / (used in) operating activities		10,108			(3,257	)
Cash flows from investing activities
Proceeds from sale of assets		564
Purchases of furniture and equipment		(2,279	)		(1,352	)
Acquisitions, net of cash acquired					(14,710	)
Net cash provided by / (used in) investing activities		(1,715	)		(16,062	)
Cash flows from financing activities
Stock options exercised		1,001			619
Stock issued on employee stock purchase plan		518			301
Net cash provided by / (used in) financing activities		1,519			920
Effect of foreign currency gains/(losses)		216			32
Net increase/ (decrease) in cash and cash equivalents		10,128			(18,367	)
Cash and cash equivalents at beginning of year		33,649			52,610
Cash and cash equivalents at end of period	$	43,777		$	34,243

SOURCE  Computer Horizons Corp.
          -0-                              11/09/2005
          /CONTACT:  Corporate Contacts: David Reingold, Senior Vice President, Investor Relations, Marketing, +1-973-299-4105, dreingol@computerhorizons.com, or Lauren Felice, Vice President, Investor Relations, Marketing, 
+1-973-299-4061, lfelice@computerhorizons.com, both of Computer Horizons/
          /Web site:  http://www.computerhorizons.com /
          (CHRZ)