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. 9
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)
August 16, 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) [_]
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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 940,000
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
940,000
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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) 12.50%
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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 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
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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) 53.15%
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14) TYPE OF REPORTING PERSON
OO
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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 the receipt by Mr. Galloway of an additional proxy relating to 7,000
shares of Common Stock. As of the date hereof, GCM and Mr. Galloway have, in
aggregate, the right to vote 50.40% of the currently outstanding shares of
Common Stock (based upon the sum of (i) 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 on July 14, 2004 and (ii) the 1,232,535 shares of Common Stock issued
in relation to GCM's recent conversion of 12,325.35 shares of preferred stock,
par value $0.0001 per share, ("Preferred Stock") of 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 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 2.82% 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 3.18% 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 0.07% 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.
Mr. Galloway may be deemed to have obtained beneficial ownership of
10,000 shares of Common Stock pursuant to a Proxy, dated July 1, 2004, from NTS
Financial Services, Ltd. ("NTS") pursuant to which Mr. Galloway was appointed
the proxy of NTS, with full power and sole discretion to vote the shares of
Common Stock held by NTS for a period of one year. NTS beneficially owns an
aggregate of 10,000 shares of Common Stock, representing approximately 0.13% of
the outstanding shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
6,500 shares of Common Stock pursuant to a Proxy from Jennifer M. Bawden,
pursuant to which Mr. Galloway was appointed the proxy of Jennifer M. Bawden,
with full power and sole discretion to vote the shares of Common Stock held by
Jennifer M. Bawden for a period of one year. Jennifer M. Bawden beneficially
owns an aggregate of 6,500 shares of Common Stock, representing approximately
0.09% of the outstanding shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
9,000 shares of Common Stock pursuant to Proxies from Donald R. Fleischer
pursuant to which Mr. Galloway was appointed the proxy of Donald R. Fleischer,
with full power and sole discretion to vote the shares of Common Stock held by
Donald R. Fleischer for a period of one year. Donald R. Fleischer beneficially
own an aggregate of 9,000 shares of Common Stock, representing approximately
0.12% of the outstanding shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
10,000 shares of Common Stock pursuant to a Proxy from Jeff Cohen and Jeanne
Cohen/JTWROS pursuant to which Mr. Galloway was appointed the proxy of Jeff
Cohen and Jeanne Cohen/JTWROS, with full power and sole discretion to vote the
shares of Common Stock held by Jeff Cohen and Jeanne Cohen/JTWROS for a period
of one year. Jeff Cohen and Jeanne Cohen/JTWROS
beneficially owns an aggregate of 10,000 shares of Common Stock, representing
approximately 0.13% of the outstanding shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
3,000 shares of Common Stock pursuant to a Proxy from Daniel Bertram pursuant to
which Mr. Galloway was appointed the proxy of Daniel Bertram, with full power
and sole discretion to vote the shares of Common Stock held by Daniel Bertram
for a period of one year. Daniel Bertram beneficially own an aggregate of 3,000
shares of Common Stock, representing approximately 0.04% of the outstanding
shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
21,000 shares of Common Stock pursuant to a Proxy from Albert Karnath IRA
Rollover pursuant to which Mr. Galloway was appointed the proxy of Albert
Karnath IRA Rollover, with full power and sole discretion to vote the shares of
Common Stock held by Albert Karnath IRA Rollover, for a period of one year.
Albert Karnath IRA Rollover beneficially owns an aggregate of 21,000 shares of
Common Stock, representing approximately 0.28% of the outstanding shares of
Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
39,000 shares of Common Stock pursuant to a Proxy from Sorbo Family Trust DTD
10/31/1996 pursuant to which Mr. Galloway was appointed the proxy of Sorbo
Family Trust DTD 10/31/1996, with full power and sole discretion to vote the
shares of Common Stock held by Sorbo Family Trust DTD 10/31/1996 for a period of
one year. Sorbo Family Trust DTD 10/31/1996 beneficially owns an aggregate of
39,000 shares of Common Stock, representing approximately 0.52% of the
outstanding shares of Common Stock.
Mr. Galloway may be deemed to have obtained beneficial ownership of
7,000 shares of Common Stock pursuant to a Proxy from Dr. Charles Starke
pursuant to which Mr. Galloway was appointed the proxy of Dr. Charles Starke,
with full power and sole discretion to vote the shares of Common Stock held by
Dr. Charles Starke for a period of one year. Dr. Charles Starke beneficially
owns an aggregate of 7,000 shares of Common Stock, representing approximately
0.09% 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 right to vote an aggregate of 50.40% of the currently outstanding
shares Common Stock (based upon the sum of (i) 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 on July 14, 2004 and (ii) the 1,232,535 shares of Common Stock issued
in relation to GCM's recent conversion of 12,325.35 shares of Preferred Stock).
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 on July 14, 2004, 1,232,535
shares of Common Stock recently issued in relation to 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 940,000 shares of Common Stock, representing
approximately 12.50% 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 940,000 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, Goren Bros, L.P., NTS,
Jennifer M. Bawden, Donald R. Fleischer, Jeff Cohen & Jeanne Cohen/JTWROS,
Daniel Bertram, Albert W. Karnath IRA Rollover, Sorbo Family Trust DTD
10/31/1996 and Dr. Charles Starke 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 Dr. Charles Starke 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: August 16, 2004
/s/ Bruce Galloway
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Bruce Galloway
GCM Security Partners, LLC
By: /s/ Bruce Galloway
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Name: Bruce Galloway
Title: Managing Member
PROXY
In accordance with Secations 609 and 620 of the New York
Business Corporation Law, the undersigned, Dr. Charles Starke, (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 14th day of August, 2004.
By: /s/ Dr. Charles Starke
Name: Dr. Charles Starke
Title: