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. 6
Command Security Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
20050L100
(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)
July 9, 2004
(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 699,300
SHARES -------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 172,500
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,300
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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)
11.12%
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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
Delaware
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7) SOLE VOTING POWER
NUMBER OF 1,617,339
SHARES -------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 5,297,966
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,297,966
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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)
53.1%
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14) TYPE OF REPORTING PERSON
OO
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This Amendment is being filed on on behalf of Mr. Bruce Galloway, an
individual investor, 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"), with respect to the common stock, par
value $0.0001 per share ("Common Stock"), of Command Security Corporation, a New
York corporation (the "Company" or "Command"). This Amendment No. 6 is being
filed to correct an inadvertent error in Amendment No. 5 to the Secedule 13D/A
filed on July 9, 2004, in which the aggregate number of Common Stock
beneficially owned by Mr. Galloway was incorrectly disclosed. Only Item 5 and
the Cover Page are being amended by this filing.
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 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"), each of whose principal place of
business is c/o Galloway Capital Management, LLC, 1325 Avenue of the Americas,
26th Floor New York, NY 10019.
(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.
Please see Item 4 below for a description of the method of acquisition of
the Common Stock.
Item 4. Purpose of Transaction.
Mr. Galloway may be deemed to have obtained beneficial ownership of
212,000 shares of Common Stock pursuant to a Proxy, dated July 1, 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 one year. Europa
beneficially owns an aggregate of 212,000 shares of Common Stock, representing
approximately 3.37% of the outstanding shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
239,500 shares of Common Stock pursuant to a Proxy from Sandra Pessin, pursuant
to which Mr. Galloway was appointed the proxy of Sandra Pessin, with full power
and sole discretion to vote the shares of
Common Stock held by Sandra Pessin for a period of one year. Sandra Pessin
beneficially owns an aggregate of 239,500 shares of Common Stock, representing
approximately 3.81% of the outstanding shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of 75,300
shares of Common Stock pursuant to a Proxies from Edwin and Carol Levy pursuant
to which Mr. Galloway was appointed the proxy of Edwin and Carol Levy, with full
power and sole discretion to vote the shares of Common Stock held by Edwin and
Carol Levy for a period of one year. Edwin and Carol Levy beneficially own an
aggregate of 75,300 shares of Common Stock, representing approximately 1.20% of
the outstanding shares of Common Stock.
The Reporting Persons are currently able to control the outcome of
substantially all matters submitted to a vote of the Company's shareholders, due
to their significant ownership of the Company's securities.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, GCM beneficially own an aggregate of 5,297,966
shares of Common Stock (including an aggregate of 2,448,092 shares underlying
warrants), representing approximately 53.1% of the outstanding shares of Common
Stock, giving effect to the shares underlying all outstanding warrants and
options to purchase Common Stock and all outstanding shares of preferred stock
of the Company that are convertible into Common Stock by GCM, 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. This percentage does not give effect to
any outstanding shares of preferred stock, warrants or options that are
convertible or exercisable, as the case may be, by any holder of the Company's
securities, other than those held by the Reporting Persons.
Mr. Galloway, for and on behalf of accounts over which he has control and
including the proxies discussed in Item 4 above, may be deemed to beneficially
own an aggregate of 699,300 shares of Common Stock, representing approximately
11.12% of the outstanding shares of the Common Stock.
(b) GCM has sole voting power over 1,617,339 shares of Common Stock and
sole power to dispose of, 5,297,966 shares of Common Stock, assuming conversion
by GCM of the preferred stock of the Company (as to which it has tendered to the
Company for conversion), and exercise of warrants owned by GCM. Mr. Galloway has
sole voting power over 699,300 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,
Sandra Pessin, and Edwin and Carol Levy with full power and sole discretion to
vote the shares of Common Stock held by each of them for a period of one year.
No shares of the Common Stock were purchased from them.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Proxy from Europa International Inc. to Bruce Galloway.
Exhibit 2: Proxy from Sandra Pessin to Bruce Galloway.
Exhibit 3: Proxy from Carolyn Levy to Bruce Galloway.
Exhibit 4: Proxy from Edwin Levy to Bruce Galloway.
SIGNATURES
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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: July 12, 2004
/s/ Bruce Galloway
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Bruce Galloway
GCM Security Partners, LLC
By: /s/ Bruce Galloway
-------------------------
Name: Bruce Galloway
Title: Managing Member
Exhibit 1
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PROXY
In accordance with Sections 609 and 620 of the New York Business
Corporation Law, the undersigned, Europa International, by Knoll Capital
Management, its investment manager (the "Shareholder"), hereby appoints Bruce
Galloway ("Galloway"), the proxy of the undersigned during the Proxy Term (as
defined below), with full power to vote at any duly called special or annual
meeting of shareholders or by written consent as authorized by law, in such
manner as he, in his sole discretion, deems proper, as and when issued, all of
the shares of Common Stock of Command Security Corporation, a New York
corporation (the "Company"), owned by the undersigned and any additional shares
of Common Stock issued to the undersigned during the Proxy Term.
The term of this Proxy shall commence on the date hereof and shall
continue for a one-year period from the date hereof (the "Proxy Term"). This
Proxy may be revoked by the undersigned Shareholder at any time upon written or
verbal notice to Galloway.
At any time and from time to time during the Proxy Term, the undersigned
shall execute and deliver to Galloway or his designees such additional proxies
or instruments as may be deemed by Galloway necessary or desirable to effectuate
the purposes of this Proxy or further to evidence the right and powers granted
hereby.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 1st
day of July, 2004.
By: /s/ Fred Knoll
------------------------
Name: Fred Knoll, Knoll Capital
Management
Title: Investment Manager
Exhibit 2
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PROXY
In accordance with Sections 609 and 620 of the New York Business
Corporation Law, the undersigned, Sandra Pessin (the "Shareholder"), hereby
appoints Bruce Galloway ("Galloway"), the proxy of the undersigned during the
Proxy Term (as defined below), with full power to vote at any duly called
special or annual meeting of shareholders or by written consent as authorized by
law, in such manner as he, in sole discretion, deems proper, as and when issued,
all of the shares of Common Stock of Command Security Corporation, a New York
corporation (the "Company"), owned by the undersigned and any additional shares
of Common Stock issued to the undersigned during the Proxy Term.
The term of this Proxy shall commence on the date hereof and shall
continue for a one-year period from the date hereof (the "Proxy Term"). This
Proxy may be revoked by the undersigned Shareholder at any time upon written or
verbal notice to Galloway.
At any time and from time to time during the Proxy Term, the undersigned
shall execute and deliver to Galloway or his designees such additional proxies
or instruments as may be deemed by Galloway necessary or desirable to effectuate
the purposes of this Proxy or further to evidence the right and powers granted
hereby.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 7th
day of July, 2004.
By: /s/ Sandra Pessin
-----------------
Name:
Title:
Exhibit 3
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PROXY
In accordance with Sections 609 and 620 of the New York Business
Corporation Law, the undersigned, Carolyn Levy (the "Shareholder"), hereby
appoints Bruce Galloway ("Galloway"), the proxy of the undersigned during the
Proxy Term (as defined below), with full power to vote at any duly called
special or annual meeting of shareholders or by written consent as authorized by
law, in such manner as he, in his sole discretion, deems proper, as and when
issued, all of the shares of Common Stock of Command Security Corporation, a New
York corporation (the "Company"), owned by the undersigned and any additional
shares of Common Stock issued to the undersigned during the Proxy Term.
The term of this Proxy shall commence on the date hereof and shall
continue for a one-year period from the date hereof (the "Proxy Term"). This
Proxy may be revoked by the undersigned Shareholder at any time upon written or
verbal notice to Galloway.
At any time and from time to time during the Proxy Term, the undersigned
shall execute and deliver to Galloway or his designees such additional proxies
or instruments as may be deemed by Galloway necessary or desirable to effectuate
the purposes of this Proxy or further to evidence the right and powers granted
hereby.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 1st
day of July, 2004.
By: /s/ Carolyn Levy
----------------
Name:
Title:
Exhibit 4
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PROXY
In accordance with Secations 609 and 620 of the New York Business
Corporation Law, the undersigned, Edwin Levy (the "Shareholder"), hereby
appoints Bruce Galloway ("Galloway"), the proxy of the undersigned during the
Proxy Term (as defined below), with full power to vote at any duly called
special or annual meeting of shareholders or by written consent as authorized by
law, in such manner as he, in his sole discretion, deems proper, as and when
issued, all of the shares of Common Stock of Command Security Corporation, a New
York corporation (the "Company"), owned by the undersigned and any additional
shares of Common Stock issued to the undersigned during the Proxy Term.
The term of this Proxy shall commence on the date hereof and shall
continue for a one-year period from the date hereof (the "Proxy Term"). This
Proxy may be revoked by the undersigned Shareholder at any time upon written or
verbal notice to Galloway.
At any time and from time to time during the Proxy Term, the undersigned
shall execute and deliver to Galloway or his designees such additional proxies
or instruments as may be deemed by Galloway necessary or desirable to effectuate
the purposes of this Proxy or further to evidence the right and powers granted
hereby.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 1st
day of July, 2004.
By: /s/ Edwin Levy
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Name:
Title: