-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OnPDY0XNjRP82pLFkNb5OJKvDvsT6VkurzIHh4+WrYfaiOzRZxtICF3+QEjvCIRw 8SMVx1Jr901nWK6f+Ny+MA== 0000922423-04-001427.txt : 20040831 0000922423-04-001427.hdr.sgml : 20040831 20040831171855 ACCESSION NUMBER: 0000922423-04-001427 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040827 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040831 DATE AS OF CHANGE: 20040831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMAND SECURITY CORP CENTRAL INDEX KEY: 0000864509 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 141626307 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18684 FILM NUMBER: 041009234 BUSINESS ADDRESS: STREET 1: ROUTE 55 LEXINGTON PARK STREET 2: P O BOX 340 CITY: LAGRANGEVILLE STATE: NY ZIP: 12540 BUSINESS PHONE: 9144543703 MAIL ADDRESS: STREET 1: RTE 55 LEXINGTON PARK STREET 2: P O BOX 340 CITY: LAGRANGEVILLE STATE: NY ZIP: 12540 8-K 1 kl08090_8k.txt FORM 8-K CURRENT REPORT 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): August 27, 2004 ------------- COMMAND SECURITY CORPORATION (Exact name of registrant as specified in its charter) New York 0-18684 14-1626307 (State or other jurisdiction of (Commission file number) (I.R.S. employer incorporation or organization) 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 COMMAND SECURITY CORPORATION FORM 8-K CURRENT REPORT TABLE OF CONTENTS Page ---- Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.......3 Item 8.01. Other Events.....................................................3 Item 9.01 Exhibits.........................................................3 Signature....................................................................4 2 Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (b) On August 31, 2004, Messrs. French, Simon and Halder resigned from the registrant's board of directors. (c) On August 27, 2004, the registrant's board of directors approved the hiring of Barry Regenstein as the Chief Operating Officer of the registrant. Mr. Regenstein has over 20 years of experience in operations and finance of contract services companies. Most recently, Mr. Regenstein was a Senior Vice President and the Chief Financial Officer of GlobeGround North America LLC (formerly Hudson General Corporation), an airport services company, from 2001 until 2003. Prior to that period, Mr Regenstein served as Vice President and Chief Financial Officer of GlobeGround North America LLC from 1997 to 2001. Item 8.01 Other Events At the annual shareholders meeting held on August 27, 2004, the following persons were elected to the registrant's Board of Directors: Bruce Galloway, Robert S. Ellin, Thomas Kikis and Martin Wade, III. In addition, Mr. Galloway was elected Chairman of the Board. These individuals replace Messrs. William Vassell, Gregory Miller, Peter Nekos and Carl Painter as members of the board of directors. On April 30, 2004, Mr. Vassell was suspended, with continuing compensation and benefits, from all positions he holds with the registrant, including his position as Chief Executive Officer. Item 9.01 Exhibits. (c) Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated August 30, 2004 3 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: August 31, 2004 COMMAND SECURITY CORPORATION By: /s/ Barry Regenstein --------------------------------- Name: Barry Regenstein Title: Chief Operating Officer 4 EX-99 2 kl08090_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 NEWS RELEASE COMPANY CONTACT: - ---------------- Bruce Galloway, Chairman Command Security Corporation 212-603-7557 COMMAND SECURITY CORPORATION ANNOUNCES THE ELECTION OF NEW BOARD MEMBERS. BRUCE GALLOWAY IS ELECTED CHAIRMAN. LAGRANGEVILLE, N.Y., August 30, 2004 -- Command Security Corporation (OTC Bulletin Board: CMMD) announces changes to its Board of Directors. At the annual shareholders meeting held on August 27, 2004, the following persons were elected to Command's Board of Directors: Bruce Galloway, Robert S. Ellin, Thomas Kikis and Martin Wade, III. In addition, Mr. Galloway was elected Chairman of the Board. These individuals replace Mssrs. William Vassell, Gregory Miller, Peter Nekos and Carl Painter as members of the Board. Mr. Galloway stated, "I am extremely pleased with the results of the annual shareholders' meeting. I have worked for over one year with my team requesting and seeking changes at Command Security. The new directors who were elected will provide the company with financial and managerial expertise, strength and guidance that it requires." Mr. Galloway further stated, "we live in an ever increasing security conscious nation, evidenced by the fact that the security industry is one of the fastest growing sectors in the United States. I believe that Command has a good foundation to give us the opportunity to grow through both acquisitions and internal growth and create one of the leading providers of security and aviation screening services in the United States. In addition, we will seek to add higher margin services including new technologies and corporate security consulting and advisory services." In addition to the election of the new directors, the Board also approved the hiring of Barry Regenstein as the Chief Operating Officer. Mr. Regenstein has over 20 years of experience in operations and finance of contract services companies. Most recently, Mr. Regenstein was the Chief Financial Officer of GlobeGround North America LLC (formerly Hudson General Corporation), a $300 million airport services company. On his appointment as Chief Operating Officer Mr. Regenstein stated; "I am excited to join Mr. Galloway and his new team of directors. We both share the vision and see the growth potential of Command into a leading security services company." 99-1 The Board of Directors also voted to suspend William C. Vassell from all positions that he holds with Command, with full continuing compensation and benefits, pending the results of an independent investigation. About Command Security Corporation Command Security Corporation provides security guard and aviation security screening services in New York, New Jersey, California, Illinois, Connecticut, Florida, Massachusetts, Pennsylvania, Maryland and Oregon. This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of various factors including the ability of the company to successfully commercialize its new technologies as well as risk factors set forth under "Factors Affecting Future Operating Results" in the company's annual report on Form 10-KSB for the year ended March 31, 2004, and such other risks detailed from time to time in the company's reports filed with the Securities and Exchange Commission. The company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. #### 99-2 -----END PRIVACY-ENHANCED MESSAGE-----