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. 4
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)
June 8, 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 384,500
SHARES -----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 172,500
WITH -----------------------------------------------------
10) SHARED DISPOSITIVE POWER
0
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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)
6.1%
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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
WC
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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 1,617,339
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 No. 4 amends the Schedule 13D filed on June 8, 2004,
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").
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.
GCM paid an aggregate of $2,850,000 in immediately available funds for the
securities of the Company that it acquired from Reliance (as defined below)
pursuant to the transaction referred to in Item 4, below. Such funds were was
paid to Reliance in the transaction pursuant to which GCM acquired from Reliance
the securities of the Company on May 21, 2004. The purchase price for such
acquired shares was paid out of the working capital of GCM.
Item 4. Purpose of Transaction.
On June 18, 2004, a United States District Court Judge for the Southern
District of New York awarded summary judgement in favor of GCM, finding GCM to
be the lawful owner of the Command securities it purchased from Reliance
Security Group plc ("Reliance") pursuant to the Securities Purchase Agreement
(the "Securities Purchase Agreement"), dated April 23, 2004, between GCM and
Reliance (as previously announced by the Reporting Persons). William Vassell,
the Chief Executive Officer of the Company, ("Vassell") had commenced the
lawsuit on April 8, 2004, (as previously announced by the Reporting Persons),
seeking to prevent the transaction from going forward and thereafter to declare
the sale invalid.
In addition, Command, its Board of Directors, Vassell and all persons
acting in concert with them, have been preliminarily and permanently enjoined by
the court to do nothing to interfere with the registration of GCM's shares on
Command's books or to take any action to interfere with GCM's exercise of its
rights as a shareholder. Also, all other claims in the action brought by Vassell
against GCM, Command and Reliance were dismissed in their entirety.
Pursuant to the Securities Purchase Agreement, GCM owns (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 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
the warrants described in Item 4 hereof), 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 may be deemed to have obtained beneficial ownership of 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. 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 6.1% of the outstanding shares of the
Common Stock. Europa beneficially owns an aggregate of 212,000 shares of Common
Stock, representing approximately 3.4% of the outstanding shares of Common
Stock.
(b) GCM has sole voting power over, and sole power to dispose of,
1,617,339 shares of Common Stock. Mr. Galloway 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.
None.
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: June 21, 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