Computer Horizons Adopts Replacement Shareholder Rights Plan.MOUNTAIN LAKES, N.J.--(BUSINESS WIRE)--July 15, 1999-- Computer Horizons Corp. (Nasdaq: CHRZ) announced today that its Board of Directors has approved the adoption of a new Shareholder Rights Plan to replace its prior Rights Plan, which expires on July July: see month. 16, 1999. One stock purchase Right under the replacement Rights Plan will be distributed as a dividend on each outstanding share of Computer Horizons common stock. The dividend distribution will be made to shareholders of record at the close of business on July 16, 1999. Commenting on the announcement, John Cassese, Chairman and President of the Company, stated, "Consistent with the view of many other public companies, Computer Horizons' Board of Directors continues to believe that shareholder rights plans are an appropriate measure to protect the interests of our shareholders. The replacement Rights Plan has been adopted because of the pending expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the old Rights Plan and is not in response to any known attempt to acquire control of the Company. The replacement Rights Plan maintains the protections offered under the old Rights Plan, and is designed to guard against attempts to acquire the Company for a price that does not reflect the Company's full value, or on terms that are not in the best interests of the Company and our shareholders." Under the replacement Rights Plan, if a person or group acquires 20 percent or more of the Company's common stock, each Right (other than Rights held by the acquiring person or group) would entitle en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: its holder to purchase shares of the Company's common stock for 50 percent of their market value at that time. Unless a 20 percent acquisition has occurred, the Rights may be redeemed re·deem tr.v. re·deemed, re·deem·ing, re·deems 1. To recover ownership of by paying a specified sum. 2. To pay off (a promissory note, for example). 3. by the Company at any time prior to the termination date termination date, n See expiration date. of the Rights Plan for $.01 per Right. The terms of the new Rights Plan are substantially the same as the terms of the Rights Plan it replaces. This Right to purchase common stock at a discount will not be triggered by a person's or group's acquisition of 20 percent or more of the outstanding common stock at a price and on terms that the Company's Board of Directors determines (prior to acquisition) to be adequate and in the best interests of the Company and its shareholders. Initially, the Rights will be attached to and trade with all certificates representing shares of the Company's common stock. Separate certificates representing the Rights will be distributed only upon the acquisition by a person or group of 20 percent or more of the outstanding common stock, or following the commencement of a tender offer for 20 percent or more of the outstanding common stock. The Rights will expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. on July 15, 2009. The Rights distribution is not taxable to shareholders. Details of the Rights distribution will be mailed to all shareholders. Computer Horizons Corp. is a strategic IT services supplier with over 3,800 billable consultants and 55 offices worldwide. The Company enables its Global 1000 customer base to realize competitive advantages through enterprise application solutions, e-business, customized Web development and Web enablement of strategic application portfolios. Specific offerings include Customer Relationship Management (CRM (Customer Relationship Management) An integrated information system that is used to plan, schedule and control the presales and postsales activities in an organization. ), e-business, network services, ERP (Enterprise Resource Planning) An integrated information system that serves all departments within an enterprise. Evolving out of the manufacturing industry, ERP implies the use of packaged software rather than proprietary software written by or for one customer. , strategic outsourcing (1) Contracting with outside consultants, software houses or service bureaus to perform systems analysis, programming and datacenter operations. Contrast with insourcing. See netsourcing, ASP, SSP and facilities management. and managed resourcing, as well as a best-of-breed selection of software and relational database relational database Database in which all data are represented in tabular form. The description of a particular entity is provided by the set of its attribute values, stored as one row or record of the table, called a tuple. products. For more information on Computer Horizons, please visit our Web site at http://www.computerhorizons.com. |
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