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. 7
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)
August 6, 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
-------------------
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) [ ]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 834,500
SHARES -----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 172,500
WITH -----------------------------------------------------
10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
834,500
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.10%
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14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 20050L100
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GCM Security Partners, LLC
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 2,849,874
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
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,297,966
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.15%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
This Amendment is being filed 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 is being filed to
reflect (i) the decision of the United States District Court, Southern District
of New York that the conversion by GCM of 12,325.35 shares of Command's
preferred stock ("Preferred Stock") into an aggregate of 1,232,535 shares of
Common Stock was not barred by Section 912 of the New York Business Corporation
Law and (ii) the receipt today of 1,232,535 shares of Common Stock by GCM in
connection with such conversion.
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 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 2.74% 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 2.29% 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 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
1.00% of the outstanding shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
13,000 shares of Common Stock pursuant to a Proxy from Frances Sall IRA Rollover
pursuant to which Mr. Galloway was appointed the proxy of Frances Sall IRA
Rollover, with full power and sole discretion to vote the shares of Common Stock
held by Frances Sall IRA Rollover for a period of one year. Frances Sall IRA
Rollover beneficially owns an aggregate of 13,000 shares of Common Stock,
representing approximately 0.17% of the outstanding shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
31,700 shares of Common Stock pursuant to a Proxy from Frances Sall Limited
Partnership pursuant to which Mr. Galloway was appointed the proxy of Frances
Sall Limited Partnership, with full power and sole discretion to vote the shares
of Common Stock held by Frances Sall Limited Partnership for a period of one
year. Frances Sall Limited Partnership beneficially own an aggregate of 31,700
shares of Common Stock, representing approximately 0.42% of the outstanding
shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
36,000 shares of Common Stock pursuant to a Proxy from Inventron, Ltd.
("Inventron") pursuant to which Mr. Galloway was appointed the proxy of
Inventron, with full power and sole discretion to vote the shares of Common
Stock held by Inventron, for a period of one year. Inventron beneficially owns
an aggregate of 36,000 shares of Common Stock, representing approximately 0.48%
of the outstanding shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
10,500 shares of Common Stock pursuant to a Proxy from Dr. Julian Henley
pursuant to which Mr. Galloway was appointed the proxy of Dr. Julian Henley,
with full power and sole discretion to vote the shares of Common Stock held by
Dr. Julian Henley for a period of one year. Dr. Julian Henley beneficially owns
an aggregate of 10,500 shares of Common Stock, representing approximately 0.14%
of the outstanding shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
15,000 shares of Common Stock pursuant to a Proxy from Michael Morley BSSC
Master Defined Contribution Pension Plan pursuant to which Mr. Galloway was
appointed the proxy of Michael Morley BSSC Master Defined Contribution Pension
Plan, with full power and sole discretion to vote the shares of Common Stock
held by Michael Morley BSSC Master Defined Contribution Pension Plan, for a
period of one year. Michael Morley BSSC Master Defined Contribution Pension Plan
beneficially owns an aggregate of 15,000 shares of Common Stock, representing
approximately 0.20% of the outstanding shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of 5,000
shares of Common Stock pursuant to a Proxy from Gary Herman pursuant to which
Mr. Galloway was appointed the proxy of Gary Herman, with full power and sole
discretion to vote the shares of Common Stock held by Gary Herman for a period
of one year. Gary Herman beneficially owns an aggregate of 5,000 shares of
Common Stock, representing approximately 0.05% of the outstanding shares of
Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of 24,000
shares of Common Stock pursuant to a Proxy from Goren Bros, L.P. pursuant to
which Mr. Galloway was appointed the proxy of Goren Bros, L.P., with full power
and sole discretion to vote the shares of Common Stock held by Goren Bros, L.P.
for a period of one year. Goren Bros, L.P. beneficially own an aggregate of
24,000 shares of Common Stock, representing approximately 0.32% of the
outstanding shares of Common Stock.
The Reporting Persons believe that they 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 53.15% of the outstanding
shares of Common Stock, giving effect to the shares underlying all outstanding
warrants and options to purchase Common Stock that are held by GCM, based upon
9,967,970 outstanding shares of Common Stock (which is the sum of 6,287,343
shares of Common Stock reported by the Company to be issued and outstanding as
of June 24, 2004 as stated in the Company's latest Form 10-K filed with the
Securities and Exchange Commission, 1,232,535 shares of Common Stock issued in
connection with GCM's conversion of the Preferred Stock and the 2,448,092 shares
of Common Stock underlying warrants held by GCM). 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 834,500 shares of Common Stock, representing
approximately 11.10% of the outstanding shares of Common Stock.
(b) GCM has sole voting power over 2,849,874 shares of Common Stock
and sole power to dispose of, 5,297,966 shares of Common Stock, assuming
exercise of warrants owned by GCM. Mr. Galloway has sole voting power over
834,500 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,
Sandra Pessin, Edwin and Carol Levy, Frances Sall IRA Rollover, Frances Sall
Limited Partnership, Inventron, Dr. Julian Henley, Michael Morley BSSC Master
Defined Contribution Pension Plan, Gary Herman and Goren Bros, L.P. 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 A: Proxy from Frances Sall IRA Rollover to Bruce Galloway.
Exhibit B: Proxy from Frances Sall Limited Partnership to Bruce Galloway.
Exhibit C: Proxy from Inventron, Ltd. to Bruce Galloway.
Exhibit D: Proxy from Dr. Julian Henry to Bruce Galloway.
Exhibit E: Proxy from Michael Morley BSSC Master Defined Contribution
Pension Plan to Bruce Galloway.
Exhibit F: Proxy from Gary Herman to Bruce Galloway.
Exhibit G: Proxy from Goren Bros, L.P. to Bruce Galloway.
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: August 6, 2004
/s/ Bruce Galloway
----------------------
Bruce Galloway
GCM Security Partners, LLC
By: /s/ Bruce Galloway
--------------------------
Name: Bruce Galloway
Title: Managing Member
Exhibit A
PROXY
In accordance with Secations 609 and 620 of the New York Business
Corporation Law, the undersigned, Frances Sall IRA Rollover (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 6th day of August, 2004.
By: /s/ Jennifer Brooks
----------------------------------
Name: Jennifer Brooks
Title: POA Frances Sall
Exhibit B
PROXY
In accordance with Secations 609 and 620 of the New York Business
Corporation Law, the undersigned, Frances Sall Limited Partnership (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 6th day of August, 2004.
By: /s/ Jennifer Brooks
------------------------------
Name: Jennifer Brooks
Title: General Partner
Exhibit C
PROXY
In accordance with Secations 609 and 620 of the New York Business
Corporation Law, the undersigned, Inventron, Ltd. (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 6th day of August, 2004.
By: /s/ Andre Spoerri
------------------------
Name: Andre Spoerri
Title: Director
Exhibit D
PROXY
In accordance with Secations 609 and 620 of the New York Business
Corporation Law, the undersigned, Dr. Julian Henley (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 4th day of August, 2004.
By: /s/ Julian Henley
---------------------------
Name: Dr. Julian Henley
Title:
Exhibit E
PROXY
In accordance with Secations 609 and 620 of the New York Business
Corporation Law, the undersigned, Michael Morley BSSC Master Defined
Contribution P/S/P Plan (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 4th day of August, 2004.
By: /s/ Michael Morley
---------------------------
Name: Michael Morley
Title:
Exhibit F
PROXY
In accordance with Secations 609 and 620 of the New York Business
Corporation Law, the undersigned, Gary Herman (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 6th day of August, 2004.
By: /s/ Gary Herman
----------------------------
Name: Gary Herman
Title:
Exhibit G
PROXY
In accordance with Secations 609 and 620 of the New York Business
Corporation Law, the undersigned, Goren Bros, L.P., (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 6th day of August, 2004.
By: /s/ James Goren
--------------------------
Name: James Goren
Title: General Partner