UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): September 29, 2008
COMMAND
SECURITY CORPORATION
(Exact
name of registrant as specified in its charter)
|
New
York
|
001-33525
|
14-1626307
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
employer
identification
no.)
|
| |
|
|
|
Lexington
Park
Lagrangeville,
New York
|
|
12540
|
|
(Address
of principal
executive
offices)
|
|
(Zip
code)
|
Registrant’s
telephone number, including area code: (845) 454-3703
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
September 29, 2008, the registrant entered into an employment agreement with
Edward S. Fleury, pursuant to which Mr. Fleury became the registrant's Chief
Executive Officer. The employment agreement has a term of three years
(subject to earlier termination or resignation as provided in such agreement),
and will thereafter automatically renew for successive one-year periods unless
either the registrant or Mr. Fleury provides notice to the other party at least
60 days prior to the end of the term, or any renewal term, if applicable, of
its
or his desire to terminate the agreement. Under the agreement, Mr. Fleury
will be paid an annual base salary of $290,000 (subject to increase based
on his performance and the performance and financial condition of the
registrant), and he will be eligible for an annual bonus based upon the
registrant’s growth, profitability and other successes under his leadership, as
determined by the compensation committee of the registrant’s board of directors
or under any bonus plan that the registrant may implement, if applicable. In
addition, under the employment agreement, Mr. Fleury was granted an option
to
purchase an aggregate of 500,000 shares of the registrant’s common stock at a
price of $3.368 per share, which price represents the average closing price
of
the registrant’s common stock on the American Stock Exchange for the 20 trading
days immediately preceding the date of grant. The option will vest in equal
monthly installments over the 36-month term of the employment agreement,
commencing October 1, 2008, subject to acceleration or termination under certain
circumstances as provided in the employment agreement.
Prior
to
becoming the registrant’s Chief Executive Officer, Mr. Fleury, age 66, served as
North American Director of Acquisitions and Mergers of Rentokil Plc, a provider
of varied services, including pest control and manned guarding, from January
2005 until retiring in June 2006. Prior to joining Rentokil plc, Mr. Fleury
served as President of Initial Contract Services Inc., which provides commercial
cleaning services, from June 1996 until January 2005.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits:
10.1 Employment
Agreement, dated as of September 29, 2008, by and between Edward S. Fleury
and
Command Security Corporation.
10.2 Option
Agreement
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Command Security
Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October
2, 2008
|
|
| |
|
|
By:
|
/s/
Barry Regenstein
|
| |
Name:
|
Barry
Regenstein
|
| |
|
President
and
|
| |
|
Chief
Financial Officer
|
Index
to
Exhibits
|
Number
|
|
Description
|
| |
|
|
|
10.1
|
|
Employment
Agreement, dated as of September 29, 2008, by and between Edward
S. Fleury
and Command Security Corporation.
|
| |
|
|
|
10.2
|
|
Option
Agreement
|