UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Amendment No. 1
Command Security Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
20050L100
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(CUSIP Number)
Mr. Bruce Galloway
c/o Galloway Capital Management, LLC
1325 Avenue of the Americas
New York, N.Y. 10019
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 23, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
SCHEDULE 13D
CUSIP No. 20050L100
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce Galloway
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) |_|
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7) SOLE VOTING POWER
NUMBER OF
SHARES 384,500
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON -------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
172,500
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10) SHARED DISPOSITIVE POWER
0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,500
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.12%
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14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 20050L100
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GCM Security Partners, LLC
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) |_|
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Deleware
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7) SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON -------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,500
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.12%
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14) TYPE OF REPORTING PERSON
OO
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This Amendment No. 1 amends the Schedule 13D filed on April 12, 2004, as
on behalf of Mr. Bruce Galloway, with respect to the common stock, par value
$0.0001 per share ("Common Stock"), of Command Security Corporation, a New York
corporation (the "Company").
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
Common Stock of the Company. The principal executive offices of the Company are
located at Route 55, Lexington Park, Lagrangeville, NY, 12540.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This statement is being filed by Mr. Bruce Galloway, an
individual investor, whose principal place of business is c/o Galloway Capital
Management, LLC, 1325 Avenue of the Americas, 26th Floor New York, NY 10019, and
GCM Security Partners, LLC ("GCM"), a newly-formed Delaware limited liability
company of which Mr. Galloway is a Managing Member (collectively, the "Reporting
Persons").
(d) - (e) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Galloway is a United States citizen and GCM is a limited liability
company formed under the laws of the State of Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 5(a) below.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Galloway initially acquired securities of the Company as an investment
in the Company. Following a period of several months of discussions with one or
more members of the Company's Board of Directors about the performance of the
Company and the Company's potential additional capital requirements, and the
Reporting Person's continued dissatisfaction with such performance and, in
particular, the performance of William Vassell, the Chief Executive Officer of
the Company ("Vassell"), the Reporting Persons sought to acquire a more
substantial equity position in the Company, pursue discussions with the Company
regarding the potential for providing the Company with additional capital, which
the Reporting Persons believe is required, to remove Vassell from all positions
that he holds with the Company and its affiliates and to modify the composition
of the Company's Board of Directors to include directors recommended or
designated by the Reporting Persons. In furtherance of these objectives,
following discussions between the Reporting Persons and Reliance Security Group
plc, a principal shareholder of the Company ("Reliance"), on April 23, 2004 GCM
and Reliance entered into a Securities Purchase Agreement providing for the sale
by Reliance to GCM of all securites of Commpand that are owned by Reliance,
consisting of (i) 1,617,339 shares of the Company's Common Stock, (ii) 12,325.35
shares of the Company's preferred stock (which are convertible into 1,232,535
shares of the Company's Common Stock, (iii) a warrant to acquire 150,000 shares
of the Company's Common Stock at an exercise price of $1.03125 per share and
(iv) a warrant to acquire 2,298,092 shares of the Company's Common Stock at an
exercise price of $1.25 per share (the securities referred to in (i) - (iv)
above are referred to herein as the "Reliance Securities"). The closing of the
purchase and sale of the Reliance Securities by GCM is scheduled to occur as
soon as practicable following the satisfaction of certain conditions, including
(i) the termination of Vassell, or his resignation from, all positions as an
officer or employee of the Company and its subsidiaries and (ii) the Company's
lenders shall have agreed in writing that no default or event of default shall
occur or have occurred as a result of the consummation of the sale and purchase
of the Reliance Securities and the termination of Vassell.
The Reporting Persons continue to engage in discussions with certain
members of the Company's Board of Directors for the purpose of both seeking to
terminate Vassell and to engage in discussions with the Company's lenders for
the purpose of obtaining their support of the pending transaction with Reliance.
Further, the Reporting Persons are considering the Company's financial needs at
this time and are considering ways to satisfy the Company's capital
requirements, although no commitment has been made in this regard as of the date
hereof. The Reporting Persons continue to believe that the Company's Board is
protecting the personal interests of Vassell at the expense of the Company and
all of its shareholders.
As previously announced, on April 8, 2004, Vassell commenced a lawsuit
against Reliance and the Company in the United States District Court for the
Southern District of New York seeking to prevent the proposed transaction
between Reliance and GCM. This case is still pending, although the Reporting
Persons are confident that such action will be dismissed against Vassell or
withdrawn by him, based on the Reporting Persons' belief that the pending
transaction with Reliance has satisfied all requirements under the shareholders'
agreement between Vassell and Reliance and that Vassell's right thereunder to
purchase the Reliance Securities has expired in accordance with the terms
thereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Mr. Galloway for and on behalf of accounts
over which he has control, beneficially owns an aggregate of 384,500 shares of
Common Stock, representing approximately 6.12% of the outstanding shares of
Common Stock, based upon the 6,287,343 shares of Common Stock reported by the
Company to be issued and outstanding as of February 13, 2004 in the Company's
latest Form 10-Q filed with the Securities and Exchange Commission.
Mr. Galloway may be deemed to have obtained beneficial ownership of the
Common Stock pursuant to a Proxy, dated April 6, 2004, from Europa International
Inc. ("Europa") pursuant to which Mr. Galloway was appointed the proxy of
Europa, with full power and sole discretion to vote the shares of Common Stock
held by Europa for a period of three months. Europa beneficially owns an
aggregate of 212,000 shares of Common Stock, representing approximately 3.37% of
the outstanding shares of Common Stock.
The Reporting Persons, with the proxy from Europa, beneficially own a
total of 6.12% of the outstanding shares of Common Stock.
(b) Mr. Galloway currently has sole voting power over 384,500 shares of
Common Stock and sole power to dispose of 172,500 shares of Common Stock.
(c) Except as described above, the Reporting Persons have not effected any
transaction in shares of Common Stock during the 60 days preceding the date
hereof.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As stated above, Mr. Galloway was appointed the proxy of Europa, with full
power and sole discretion to vote the shares of Common Stock held by Europa for
a period of three months. No shares of the Common Stock were purchased from
Europa.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Joint filing agreement dated April 26, 2004, between Bruce Galloway
and GCM Security Partners, LLC.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 26, 2004
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Bruce Galloway
GCM Security Partners, LLC
By:
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Name:
Title: