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As filed with the Securities and Exchange Commission
on _________ 1996
Registration No. 33-75336
--------
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT ON FORM S-3
AMENDING FORM S-1
Registration Statement
Under
The Securities Act of 1933
COMMAND SECURITY CORPORATION
----------------------------
(Exact name of registrant as specified in charter)
New York 7393 14-1626307
- ------------- --------------- ------------
(State or other (Standard Industrial (IRS Employer
jurisdiction of Classification Code I.D. Number)
incorporation) Number)
Route 55
Lexington Park
Lagrangeville, New York 12540
(914) 454-3703
------------------------------
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
William C. Vassell
Chairman of the Board
Command Security Corporation
Route 55, Lexington Park
Lagrangeville, New York 12540
(914) 454-3703
------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
David J. Pollitzer, Esq.
Herzog, Engstrom & Koplovitz, P.C.
99 Pine Street
Albany, New York 12207
(518) 465-7581
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box [X]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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COMMAND SECURITY CORPORATION
4,538,432 Shares of Common Stock Offered by the Selling Stockholders 1,620,000
Shares of Common Stock Offered by Selling Stockholders Upon
the Exercise of Certain Warrants 906,100 Shares of Common
Stock Offered by Selling Stockholders Upon
Conversion of Preferred Stock
This Prospectus relates to the resale of the following securities for the
account of selling security holders: (i) 2,000,000 shares (the "Unit Shares")
issued by Command Security Corporation ("the Company") in a 1993 private
offering, (ii) 800,000 shares (the "Unit Warrant Shares") underlying warrants
issued by the Company in a 1993 private offering, (iii) 2,538,432 shares (the
"Reg D Shares") issued by the Company in various other private offerings
including 950,002 shares issued in February, 1995 in reliance on Regulation D
("Reg D") promulgated under the Securities Act of 1933, as amended (the "Act"),
and 1,137,506 shares issued in reliance on Regulation S ("Reg S") promulgated
under the Act, (iv) 820,000 shares to be issued upon the exercise of warrants or
options granted by the Company in various other private offerings (the "Warrant
Shares") and (v) 906,100 Shares (the "Conversion Shares") to be issued upon the
conversion of the Company's Series A Convertible Preferred Stock (the "Series A
Preferred Stock"), all of which shares (the "Registrable Shares") being the
Common Stock of the Company, par value $.0001 per share (the "Common Stock" or
"Shares") to be offered by the holders thereof (the "Selling Stockholders")
named under "Selling Stockholders". Registrable Shares may be sold from time to
time in transactions (which may include block transactions) on the NASDAQ-
SmallCap Market in negotiated transactions, or by a combination of such methods
of sale at fixed prices which may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling Registrable Shares to or through broker-dealers, and such broker-dealers
may receive compensation in the form of discounts, concessions or commissions
from the Selling Stockholders and/or the purchasers of Registrable Shares for
whom such broker-dealers may act as agent or to whom they sell as principal or
both (which compensation as to a particular broker-dealer might be in excess of
customary commissions). The Company's agreement to maintain the effectiveness
of this registration statement will terminate upon the earlier of (1) the date
all of the Unit Shares, Unit Warrant Shares and Reg D Shares are sold by the
Selling Stockholders; (ii) the date the holders of Unit Shares, Unit Warrant
Shares and Reg D Shares are eligible to receive an opinion of counsel that all
of their Registrable Shares offered hereby have become saleable under Rule
144(k) of the Act; or (iii) the third anniversary of the effective date of the
Registration Statement, but in no event less than 90 days. See "SELLING
STOCKHOLDERS" and "SALE OF SHARES."
None of the proceeds from the sale of the Registrable Shares by the Selling
Stockholders will be received by the Company. The Company will receive the
exercise price upon exercise of the warrants pursuant to which Shares may be
issued and upon the conversion of the Series A Preferred Stock. Only the resale
of the Shares to be issued upon such exercise or conversion is covered by this
Prospectus. The Company has generally agreed to bear all expenses (other than
underwriting discounts and selling commissions and fee or other out-of-pocket
expenses incurred by the Selling Stockholders) in connection with the
registration and sale of the Registrable Shares.
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Expenses to be paid by the Company are estimated to be $211,000. The Company
has agreed to indemnify certain Selling Stockholders against specified
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Act"). See "SALE OF SHARES."
The Shares are listed on the NASDAQ-SmallCap Market under the symbol CMMD.
Sales by Selling Stockholders cannot be determined since price to the
public may be the market price prevailing at the time of sale, a price related
to such market price or a negotiated price. The last reported sales price of
the Company's Common Stock on the NASDAQ-SmallCap Market on _________, 1996, was
$_______ per Share.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS", BEGINNING
AT PAGE 7.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ____________, 1996.
This Prospectus relates to the resale by Selling Stockholders of the
Registrable Shares which are defined above and described in greater detail
below.
(1) On October 27, 1993, the Company completed a private placement of
1,600,000 units (the "Units") at $2.50 per Unit pursuant to Section 4(2) of the
Act and Rule 506 thereunder. Each Unit consisted of one Share and one three-
year redeemable warrant to purchase one-half Share exercisable at $3.50 for each
full Share (the "Unit Warrants"). The following securities are being registered
in connection with that private placement: (i) 2,000,000 Shares included in the
Units (the "Unit Shares") (400,000 of which were issued due to a delay in
obtaining effectiveness of the registration statement covering the Unit Shares);
(ii) 800,000 Shares underlying the Unit Warrants exercisable at $3.50 per share;
and (iii) 160,000 Shares underlying a Warrant to purchase Shares at $2.50 per
Share granted to Sands Brothers & Company, Ltd. as placement agent ("Sands
Brothers") for the Private Placement. Sands Brothers transferred Warrants to
purchase 95,610 of the 160,000 shares to certain of its employees, consultants
and others, leaving Sands Brothers with a Warrant to purchase 64,390 shares (the
"Sands Warrant"). The Warrants to purchase the remaining 95,610 Shares are
referred to herein as the "Sands Employee Warrants"); and
(2) 150,000 Shares (the "Krosney Shares") and up to 300,000 Shares (the
"Krosney Warrant Shares") issuable upon exercise of an option at $2.375 per
Share, hereinafter referred to as a warrant (the "Krosney Warrant") to purchase
Shares, held in escrow by Clifford J. Ingber, Esq., for the benefit of the
Company and Robert M. Krosney, Jr. ("Krosney") in accordance with the
Consultant's Agreement dated November 1, 1993; and
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(3) 105,000 Shares (the "Mehlich Shares") issued to certain stockholders
(26,250 to each of William O. Mehlich, Astrid Mehlich, Robert Mehlich and the
Estate of May C. Mehlich (the "Mehlich's")) who acquired their shares from
William C. Vassell in January, 1992; and
(4) 35,000 Shares underlying a warrant to purchase Shares at $3.00 per
Share granted to Sands Brothers in accordance with the Consulting Agreement
dated as of September 12, 1994 between the Company and Sands Brothers (the
"Sands Consulting Agreement"). Said warrant has been allocated as follows:
7,000 to Sands Brothers (the "Sands Consulting Warrant"), 7,000 to Lloyd H.
Saunders, III (the "Saunders Warrant"); and 21,000 Shares to W. Terrance
Schreier (the "Schreier Warrant"); and
(5) 62,500 Shares issued to Joseph Barry (the "Barry Shares") in
connection with the acquisition of certain security guard assets; and
(6) 25,000 Shares underlying the Warrant (the "Vigilante Warrant") to
purchase Shares at $3.625 per Share granted to Thomas J. and Elizabeth T.
Vigilante in connection with the acquisition of certain security guard assets;
and
(7) 20,513 Shares (the "McVey Shares") issued to James and Beatrice McVey
in connection with the acquisition of certain security guard assets; and
(8) On February 24, 1995, the Company completed private placements of its
securities in connection with financing of working capital requirements and the
acquisition of substantially all of the assets of United Security Group Inc.
The following securities are being registered in connection with the private
placements: (i) 131,506 Shares (the "PP-1 Shares") issued in reliance on
Regulations S ("Reg. S") promulgated under the Act, (ii) 750,000 Shares (the
"PP-2 Shares") in reliance on Reg S, (iii) 256,000 Shares (the "PP-3 Shares")
issued in reliance on Reg S, (iv) 950,002 Reg D Shares issued in reliance on Reg
D promulgated under the Act, (v) 906,100 Conversion Shares issuable upon the
conversion of 9,061 Shares of Series A Preferred Stock, (vi) 50,000 shares of
Common Stock issuable upon the exercise of a warrant to purchase Shares at $2.10
granted to CIT Group/Credit Finance, Inc. ("CIT") as partial compensation for a
revolving line of credit (the "CIT Warrant") and (vii) 250,000 Shares underlying
a warrant to purchase shares at $2-7/32 issued to Sands Brothers as partial
compensation for acting as placement agent in the offerings. Sands Brothers
transferred Warrants to purchase 149,390 of the 250,000 shares to certain of its
employees, consultants and others, leaving Sands Brothers with a Warrant to
purchase 100,610 shares (the "Sands Placement Warrant"). The Warrants to
purchase the 149,390 shares are referred to herein as the "Sands Employee II
Warrants"; and
(9) 112,911 Shares issued in the name of NSL Shareholder Trust (the "NSL
Shares") in connection with the acquisition of certain security guard assets of
National Security, Ltd.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy and information statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; Midwest Regional Center, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and Northeast Regional
Center, 7 World Trade Center, Suite 1300, New York, New York 10248. Copies of
such material can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549 at prescribed rates. Such reports, proxy and
information statements and other information regarding the Company can also
inspected and copied at the NASDAQ-SmallCap Market, 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company files electronically with the Commission and the Commission
maintains a Web Site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of such Web Site is http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus and made a part hereof.
(i) Annual Report on Form 10-K for the fiscal year ended March 31, 1996
(the "1996 10-K").
(ii) Quarterly Report on Form 10-Q for the quarter ended June 30,
1996.
(iii) Definitive Proxy Statement dated September 26, 1996, filed in
connection with the Company's 1995 Annual
Meeting of Stockholders.
(iv) Current Report on Form 8-K dated April 16, 1996.
(v) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1, effective November
9, 1995 (File No. 33-75336)
All documents filed by the Company pursuant to section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be incorporated by reference into this
Prospectus and shall be deemed to be a part of this Prospectus from the date of
filing of such documents. Any statement contained in the document incorporated
by reference will be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is or
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is deemed to be incorporated by reference modifies or supersedes such statement.
Any statements so modified or superseded shall not be deemed in its unmodified
form to constitute a part of the Prospectus.
The Company will provide upon request without charge to each person to whom
a copy of this Prospectus has been delivered, upon written or oral request of
such person, a copy of any and all of the information that has been incorporated
by reference in this Prospectus other than certain exhibits to such documents.
Requests for such copies should be directed to: H. Richard Dickinson, Command
Security Corporation, 386 Park Avenue South, New York, New York 10016, (212)
689-6565.
RISK FACTORS
This section is a discussion of the principal factors that make the
offering of the Shares speculative and one of a high degree of risk. Risk
factors include, but are not necessarily limited to, the risk factors described
below. Each prospective investor should carefully consider the following risk
factors inherent in and affecting the business of the Company and this offering
before making an investment decision.
Prior-Year Losses and Current Defaults
As described in "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" and Notes 2 to the audited financial
statements of the Company for the fiscal years ended March 31, 1996 and 1995 in
the 1996 10-K (the "Year-End Financial Statements"), the Company incurred net
losses of $2,983,823 and $2,727,102 respectively, for the years ended March 31,
1995 and 1994. The Company had working capital deficits on March 31, 1995 and
1994 of $531,602 and $772,143. Although the Company's financial condition and
results of operations for the fiscal year ended March 31, 1996, and for the
quarter ended June 30, 1996, have improved substantially over the prior year,
the Company is in default on certain of its debt covenants (which defaults have
been waived by the lenders as a basis for acceleration of the respective debts);
and, as described in Notes 13 and 18 of the Year-End Financial Statements, there
is potential litigation and a contingent liability for which the outcomes are
uncertain. The Company's continuation is dependent on the forbearance of its
lenders and its ability to continue to obtain adequate financing, to maintain
profitability from its operations and to favorably resolve the contingent
liability and litigation. Management's plans in regard to these matters are
described in "Liquidity and Capital Resources" and in Note 2 to the Year-End
Financial Statements and include reductions in operating and administrative
staffs, limitations on professional fees, consolidation of office locations and
more aggressive marketing activities. The majority of the expense reductions
are being implemented and should favorably impact the operating results of the
Company in future periods. The Company sold its Boston branch office to a
service company client for a cash payment of $75,000 and a three year note of
$80,000. The Company has also been aggressively pursuing collection of overdue
accounts receivable and taking other such steps to meet its working capital
requirements. See "--Risk of Rescission Damages", "--Risk of Material Pending
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Litigation" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS in the 1996 10-K.")
Risk of Lack of Liquidity
The Company relies primarily on its Commercial Revolving Loan Agreement
with CIT under which borrowings may be made in amounts up to 82.5% of eligible
accounts receivable, but in no event more than $10.0 million. At June 30, 1996,
the Company had borrowed approximately $5.2 million, representing approximately
57% of the Company's accounts receivable (after allowance for bad debts) and
100% of its borrowing capacity. Availability, based on eligible accounts
receivable, fluctuates materially from day to day due to changes in the status
of the factors used to determine eligibility such as billing, payments and aging
of accounts receivable. In the event the Company's revolving loan arrangement
with CIT does not provide adequate working capital to fund its operations, the
Company may be unable to fund its operating costs including, but not limited to,
its payroll obligations to its security guards. The Company's continuation is
dependent upon its ability to fund operations with the CIT or an alternate
revolving credit line and the lack of funds therefrom may cause the Company to
terminate operations. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -- Liquidity and Resources" in
the 1996 10-K.
Risk of Rescission Damages
The Private Placement Memorandum issued in connection with the 1993 Private
Placement and the interim financial reports for the first three quarters in the
fiscal years ended March 31, 1994 and 1995, filed by the Company contained
financial information which has since been restated. See "-- Restated Financial
Statements." It is possible that the purchasers of Units pursuant to the 1993
offering and the purchasers of Shares in connection with the offerings that were
consummated in February 1995, may make a claim for, among other things,
rescission of their investment, which totaledtotalled $4.0 million in the 1993
offering and approximately $4.16 million in the 1995 offerings, plus interest,
alleging, in each case, as the basis, the above-mentioned restatements. Other
causes of action against the Company based on federal and/or state securities
laws are also possible. Additional expenditures in the form of damages and
fees, if any, are not quantifiable. No such claims have been made against the
Company to date. If the Company were to become involved in litigation arising
from these circumstances, the Company's results of operations and financial
condition may be materially adversely affected due to the drain on cash and
management resources. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS--Liquidity and Capital Resources" in the
1996 10-K.
Risk of Default on Debt Financing
In order to provide cash flow for operations, the Company relies
substantially on its $10.0 million secured revolving line of credit from CIT and
a $1.5 million subordinated term loan (the "Subordinated Debt") from Deltec
Development Corporation ("Deltec") both of which are secured by the Company's
assets, including its accounts receivable and the accounts receivable obtained
from certain service contract clients. This financing arrangement with CIT and
the Subordinated
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Debt are evidenced by various loan documents under which the lenders can demand
full payment under the respective obligations if the Company is in default under
the loan documents. The Company is in default of certain non-financial
covenants in the CIT and Deltec loan documents for which it has received waivers
of acceleration effective, generally, through April 1, 1997. These defaults
primarily consist of: non-payment on a $500,000 note payable in March 1995 and
a $500,000 note payable on October, 1995 to ISS International Service System,
Inc. ("ISS") (see "--Risk of Change of Ownership"), an $85,000 note to Mr.
Vassell with a balance of $42,500; and the Company's failure to submit certain
financial statements and officer's certificates to CIT and Deltec within the
requisite time periods.
If CIT or Deltec demand payment of the outstanding indebtedness at any time
when such waivers are not in effect and when the Company does not have
sufficient funds to satisfy the debt, the lenders would have the right to
foreclose upon the collateral. Foreclosure would have a material adverse effect
upon the results of operations and financial condition of the Company by
virtually eliminating the Company's source of funding operations and payroll
obligations. This would result in a cessation of operations and if not resolved
shortly, the liquidation of the Company. It is likely that the Shareholders
would lose their entire investment in the Company if it were liquidated unless
management were successful in selling all or a substantial part of the Company's
assets, primarily its client list. The likelihood and results of such a sale
are not possible to measure at this time. See "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--Liquidity and Capital
Resources" in the 1996 10-K.
Restated Financial Statements
The Company has restated its financial statements for the years ended
March 31, 1993 and 1992 as well as the reports filed for the first three
quarters of the fiscal years ended March 31, 1994 and 1995. The general effect
of these changes on the Company's financial condition was to restate net income
(loss) for the years ended March 31, 1993 and 1992 from $4,970 and $588,031, as
originally reported to ($315,469) and $114,102, respectively. The financial
statements have been amended to reflect a change in the method of revenue
recognition in connection with certain service company-related transactions and
the exclusion of service company revenue and expenses in the Company's financial
statements. The interim financial statements for fiscal year ended March 31,
1994, have also been amended to reflect these changes. Furthermore, the interim
financial statements for fiscal year ended March 31, 1995 have been amended
primarily to reflect the accrual of certain union health benefits incurred in
connection with the ISS acquisition. The general effect of these changes on the
Company's financial condition was to restate net income (loss) for the quarters
ended June 30, 1994, September 30, 1994 and December 31, 1994 from $29,862,
$50,263 and ($178,109), as previously reported to ($137,118), ($28,470) and
($389,763), respectively. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" in the 1996 10-K.
Risk of Change of Ownership
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According to a Schedule 13D filed by William C. Vassell with the Commission
on or about January 10, 1994, Mr. Vassell has pledged to ISS, and placed in
escrow, 510,000 of his Shares in connection with the Company's acquisition of
certain security guard assets from ISS. Mr. Vassell pledged said Shares as
additional collateral to secure the Company's promissory notes (the "ISS Notes")
to ISS originally for $1.75 million, the balance of the purchase price of the
ISS security guard assets. The number of Shares subject to the pledge is
subject to adjustment quarterly so that the value of the pledged stock equals
120% of the amount next due on the Notes. Mr. Vassell may be requested to
pledge the balance of his Shares in accordance with the ISS Agreement. In July,
1994, the acquisition price for ISS and the ISS Notes were adjusted downward by
$750,000. The $1.0 million balance was due in installments of $500,000 on
March 31, 1995 and $500,000 on October 27, 1995. The Company is in default on
both payments and believes that it has claims against ISS which substantially
offset the payment due.
Upon a default under the ISS Agreement, ISS is entitled to the transfer of
so much of the pledged stock as is equal in value to the amount due under the
Note next coming due. Under the Notes, ISS may be entitled to receive up to
$1.0 million of Mr. Vassell's stock (or approximately ________ Shares based on
the average of the closing price of the Company's Shares of ____ on August __,
1996). ISS has not exercised its right to foreclose on the pledged shares.
See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Liquidity and Capital Resources" in the 1996 10-K.
In the event the pledged shares were delivered to ISS in foreclosure, Mr.
Vassell's influence over the Company's business could be diminished. However,
Mr. Vassell would remain the Chairman of the Board. See "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANGEMENT--Change in Ownership" in the 1996 10-K.
Risk of Change of Control
On February 24, 1995 the Company acquired substantially all of the assets
of United. See "BUSINESS--Significant Recent Acquisition." The Company
financed the acquisition partly with the proceeds of a private offering of the
Company's securities under Reg D. Sands Brothers acted as placement agent in
connection with such offering and required, pursuant to the private placement
agreement that, among other things, the size of the Company's Board be increased
to eight members. In conjunction therewith, all of the Company's directors
entered into a Shareholders Voting Agreement described below.
The Shareholders Voting Agreement was executed on March 8, 1995. It
provides that each person then on the Board will (i) vote all shares
beneficially owned by him ("his Shares") for the election to directorships of
each of the other members of the Board, (ii) refrain from voting any of his
Shares for any action that would result in the increase or decrease of the
number of positions on the Board or for the removal, without cause, of any
member of the Board, and (iii) in the event of death, resignation or removal of
any director, vote all of his Shares in favor of the election of the person
designated as replacement in accordance with the Shareholders Voting Agreement.
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Simultaneously with the execution of the Shareholders Voting Agreement, all
of the persons then on the Board signed a Unanimous Written Consent which
provides for them to designate certain members of the Board as replacements for
any current director upon death, resignation, removal or inability to serve.
Messrs. Vassell, Nekos, Miller and Robinett were given the authority to nominate
their replacements; Messrs. Goldsborough (a former director), Sands and Saunders
were given the authority to nominate their replacements; and Mr. Kikis was given
the authority to nominate his replacement. The Board members agreed that their
respective nominees of any replacements could be provided at a later date.
Effective as of May 1, 1995, Mr. Goldsborough left the employ of the Company to
pursue other interests. H. Richard Dickinson, the Company's Chief Financial
Officer, has been named as Mr. Goldsborough's replacement as director and is
party to the Shareholders Voting Agreement. The Board has not determined a
replacement for Mr. Goldsborough as Chief Executive Officer. See "DIRECTORS
AND OFFICERS OF THE REGISTRANT" in the 1996 10-K.
The directors beneficially own or control up to approximately 22% of the
Company's Common Stock (excluding shares covered by unexercised warrants and
options). Under the Shareholders Voting Agreement, the parties thereto have
significant control and influence over the Company and Mr. Vassell's control and
influence over the Company may be diminished. If the Shareholders Voting
Agreement is followed, the current directors or their nominees may remain as
such for an indefinite period of time. See "DIRECTORS AND OFFICERS OF THE
REGISTRANT" in the 1996 10-K.
Material Pending Litigation
The nature of the security guard business subjects participants in the
industry to claimants seeking damages for personal injuries and/or property
damage suffered as a result of the alleged negligence or wrongful acts of
security guards. Accordingly, the Company currently maintains general liability
insurance in the amount of $1.0 million per occurrence and $2.0 million in the
aggregate. In addition the Company has obtained excess liability coverage of $25
million in the aggregate. The Company retains the risk for the first $50,000
per occurrence. Management believes this coverage is suitable and at a level
customary for the industry for a business of its size.
Although such liability insurance currently is and historically has been
readily obtainable, there can be no assurance that it will continue to be
available and that there will not be a material increase in the insurance
premiums quoted to the Company. There could be a material adverse effect on the
results of operations and financial condition of the Company if the Company is
required to pay substantially higher insurance premiums, or if in the future it
elects to self insure and thereafter is forced to bear significant legal defense
costs or damage claims which otherwise would have been covered by insurance.
The Company has been named as a defendant in several lawsuits, including a
claim for $12 million for injuries allegedly sustained by the plaintiffs as a
result of an attack by a Company guard and a counterclaim for an unspecified
amount by a former service company client that the Company sued for non-payment.
Those which are deemed by management to be material are discussed under
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the heading "LEGAL PROCEEDINGS" herein. The Company could suffer material
adverse affects on its results of operations and financial condition if it is
required to pay any of the claims in excess of insurance coverage. Certain
claims are in excess of the Company's insurance coverage. See "LEGAL
PROCEEDINGS" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--Ongoing Litigation" in the 1996 10-K.
Risk of Expansion
The Company's growth strategy has focused on the acquisition of "stand-
alone" companies with annual revenue of $25 million or more and on "fold-in"
acquisitions of smaller firms. The success of these acquisitions will be
contingent upon the Company's ability to fund the initial capital needs of the
acquired company and to assimilate its operations into the Company's systems and
programs. The funding of the capital needs of previously acquired companies,
primarily payroll, has come from expanded use of available credit lines or the
creation of new credit based on the accounts receivable to be generated by the
new business.
The Company has relied upon the sophistication and expertise of the
management of newly acquired businesses in certain instances. In addition, the
Company must attract and retain qualified personnel at all levels of operations
and maintain required levels of quality control for services offered to its
clients. Unless the Company is able to realize consolidation savings and to
manage expanded operations in a profitable and efficient manner, the Company's
results of operations and financial condition may be adversely affected.
As a result of the Company's anticipated growth, the Company will employ a
significantly larger number of employees and the Company's management and
personnel will be subject to greater demands which could result in a decline in
the Company's operating efficiency and service to its clients. The Company's
exposure to claims may be statistically increased due to increased activity.
The Company's present management personnel are believed to be capable of
handling the Company's expanded operations due to the recent acquisitions.
However, there can be no assurance that the present management team will be
successful in this respect and any such failure may have an adverse impact on
the operations and financial condition of the Company.
There also can be no assurance that the Company will be successful in its
past or any future expansion efforts, that such expansion will result in
increased profits or that the Company can obtain on affordable terms any
additional financing which might be necessary to effect future expansion. If
the Company does not grow, management will focus on the elimination of certain
growth-related expenses, particularly administrative and acquisition-related
expenses, and will continue to operate the Company to maximize earnings based on
current revenue. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS--Liquidity and Capital Resources" in the
1996 10-K.
Risk of Loss of Client Accounts
12
<PAGE>
The Company's success depends on its ability to attract and retain
customers. Customers can generally terminate their accounts with little
(usually 30 days) or no notice. Accordingly, the Company may lose or gain
significant accounts each year. There can be no assurance that the Company can
retain its existing customers and add new customers as it attempts to expand its
business.
Competition
Competition for guard employees and customers is intense. The Company
competes for customers based principally on price and quality of the Company's
service. As the Company has grown and become capable of servicing large
businesses and governmental agencies, it has had to compete not only with
regional and local organizations but also with much larger national firms such
as Pinkerton's, Inc., The Wackenhut Corporation, Burns International Security
Services and Wells Fargo Guard Services, all of which have significantly greater
financial, personnel and marketing resources and name recognition than the
Company. Although the Company believes it will be able to continue to compete
on the basis of the quality of its services, personal relationships with
customers, price and reputation, there can be no assurance that it will be able
to maintain or improve its competitive position. See "BUSINESS--Competition" in
the 1996 10-K.
Risk of Noncompliance With Government Regulation
The Company's guard business is subject to regulation and licensing by
governmental agencies. In New York and Connecticut, two states in which a
substantial portion of the Company's business is currently conducted, as well as
in most other states, security guard registrations are issuable only to officers
of the guard company, not to the company itself. Although the Company believes
it currently holds indirectly through William C. Vassell, its Chairman of the
Board, all required licenses to conduct its business and is in compliance with
applicable regulations, the loss of Mr. Vassell or any of these licenses, or the
imposition of more stringent licensing or other regulatory requirements on the
Company's activities in the states in which it conducts business, could have a
material adverse effect on the Company's operations and financial condition.
There can be no assurance that the Company will continue to remain in compliance
with such regulations. In the event the Company were to lose the services of
Mr. Vassell, the Company believes that other officers presently employed by the
Company would be able to obtain the necessary licenses based on their experience
and qualifications. However, as there can be no assurance that such officers
would be so licensed or in the employ of the Company at the relevant time, the
Company may have to hire one or more officers who hold the licenses required for
the Company to conduct its business.
The Company expects to be able to comply with the security guard laws and
regulations of the states it will be entering as a result of any expansion. In
the event the Company is unable to comply with the applicable laws and
regulations of the states which it plans to enter as the result of expansion,
its ability to expand into new markets would be restricted. Such restrictions
could have a material adverse affect on the Company's operations and financial
condition, especially to the extent the Company's prospects rely on future
growth.
13
<PAGE>
The Company's franchising program is subject to the franchise laws and
regulations of the Federal Trade Commission and state and local governmental
agencies and administrations. Such laws and regulations cover various aspects
of sales and operations and require specific disclosures and/or registration
prior to the sale of licenses. Any violation of such laws and regulations could
result in legal liability as well as the Company's inability to sell licenses or
to operate within the subject jurisdiction, all of which could have a material
adverse affect on the operations and financial condition of the Company. See
"BUSINESS--Government Regulation" in the 1996 10-K.
Control by Management
William C. Vassell, Chairman of the Board of Directors of the Company owns
961,950 Shares (14.2%) of the Company's outstanding Shares (excluding any Shares
covered by unexercised options or warrants as of the date of this offering).
See "--Risk of Change of Ownership". In addition Mr. Vassell owns warrants to
purchase 525,000 Shares. Mr. Steven B. Sands, a director, controls or shares
control over approximately 374,000 Shares and another director, Peter T. Kikis
owns 30,000 Shares. In addition, according to the Schedule 13D filed with the
Company on or about November 8, 1993, as amended on or about March 31, 1995, by
Mr. Sands, and according to additional information provided by Mr. Sands, Mr.
Sands and his affiliates (which include Sands Brothers) beneficially own
warrants covering approximately 887,250 Shares. Mr. Kikis beneficially owns
warrants and Series A Preferred Stock convertible into Common covering
approximately additional 52,000 Shares. Because of the distribution of the
Company's Shares among a substantial number of shareholders, Messrs. Vassell's,
Sands' and Kikis' combined voting power (approximately 21%) gives them
substantial impact on the Company's ability to determine its affairs and
policies as well as the use of all funds available to it.
All Directors entered into a Shareholders Voting Agreement on March 8,
1995. The Shareholders Voting Agreement provides that each person then on the
Board will (i) vote all shares beneficially owned by him ("his Shares") for the
election to directorships of each of the other members of the Board, (ii)
refrain from voting any of his Shares for any action that would result in the
increase or decrease of the number of positions on the Board or for the removal,
without cause, of any member of the Board, and (iii) in the event of death,
resignation or removal of any director, vote all of his Shares in favor of the
election of the person designated as replacement in accordance with the
Shareholders Voting Agreement. The Shareholders Voting Agreement shall remain
in effect with respect to each signatorysignatore for as long as they or any
affiliate is a shareholder of the Company.
Simultaneously with the execution of the Shareholders Voting Agreement, all
of the persons then on the Board signed a Unanimous Written Consent which
provides for them to designate certain members of the Board as replacements for
any current director upon death, resignation, removal or inability to serve.
Messrs. Vassell, Nekos, Miller and Robinett were given the authority to nominate
their replacements; Messrs. Goldsborough (a former director), Sands and Saunders
were given the authority to nominate their replacements; and Mr. Kikis was given
the authority to nominate his replacement. The Board members agreed that their
respective nominees of any replacements could be provided at a later date.
Effective as of May 1, 1995, Mr. Goldsborough left the employ of the Company to
pursue other interests. H. Richard Dickinson, the Company's Chief
14
<PAGE>
Financial Officer and Executive Vice President, has been named as Mr.
Goldsborough's replacement as director and is party to the Shareholders Voting
Agreement. The Board has not determined a replacement for Mr. Goldsborough as
President and Chief Executive Officer. See "MANAGEMENT".
The overall effect of the Shareholders Voting Agreement and Unanimous
Written Consent is to give the members of the Board control of the Company's
ability to determine its affairs and policies as well as the use of all funds
available to it. Furthermore, the agreement gives the parties to it the ability
to continue their positions on the Board for an indefinite period.
Risk of Dilution by Issuance of Preferred Stock
The Company's Certificate of Incorporation authorizes the issuance of
1,000,000 Shares of Preferred Stock with such designations, rights and
preferences as may be determined from time to time by the Board of Directors,
provided a majority of the independent directors approve such issuance. The
Board has authorized and caused to be issued 9,061 Shares of Series A Preferred
Stock on February 24, 1995. The Board of Directors is empowered, without
shareholder approval, to issue 990,939 additional shares of Preferred Stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of the Common Stock. See
"DESCRIPTION OF CAPITAL STOCK--Preferred Stock.."
The 9,061 shares of Series A Preferred Stock were issued as part of the
financing for the acquisition of substantially all of the assets of United
Security Group Inc. See "BUSINESS--Significant Recent Acquisition" in the 1996
10-K. Each share of Series A Preferred is convertible into 100 shares of Common
Stock at $1.65 per Share. If all such shares were converted, the owners thereof
would own 906,100 Shares, or approximately 12% of the then outstanding shares of
Common Stock.
As of August __, 1996, the Company had 9,847,194 Shares of its Common Stock
unissued and unreserved. See "THE COMPANY-Outstanding Securities".
Absence of Cash Dividends
The Company is currently prohibited from paying dividends under the terms
of its financing from CIT. Even if such restriction were lifted, it is unlikely
the Company will declare or pay cash dividends in the foreseeable future out of
future earnings, if any. The Company currently intends to retain earnings, if
any, to fund its continued operations and expansion.
Shares Eligible for Future Sale
All of the 961,950 Shares of Common Stock owned by William C. Vassell are
"restricted securities", as that term is defined under Rule 144 ("Rule 144")
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
In general, under Rule 144 a person (or persons whose shares are aggregated) who
has satisfied a two-year holding period may under certain circumstances sell
without registration under the Securities Act within any three-month period that
15
<PAGE>
number of Shares which does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading volume of the Common
Stock during the four calendar weeks prior to such sale. Rule 144 also permits,
under certain circumstances, the sale of shares without any quantity limitation
by a person who has satisfied a three-year holding period and who is not, and
has not been for the preceding three months, an affiliate of the Company.
At such time as Mr. Vassell is able to sell his restricted Shares under
Rule 144, such Shares would be eligible for sale at the rate of at least
approximately 66,000 Shares per holder (or group of aggregated persons) per
three-month period. The sale of a significant amount of such Shares in the
public market over a short period could adversely affect the market price of the
Shares.
In addition to the Registrable Shares offered pursuant to this Prospectus,
the Company has registered for sale to the public under other registration
statements, 1,052,500 Shares issuable upon the exercise of certain options and
Warrants by certain directors, officers and consultants. No prediction can be
made as to the effect, if any, that sales of such Shares of Common Stock or the
availability of such Shares for sale, in large blocks or otherwise, will have on
the market prices prevailing from time to time. Nevertheless, the possibility
that substantial amounts of Shares may be sold in the public market, or the
actual sales of substantial amounts of Shares in the public market, likely would
have a material adverse effect on prevailing market prices for the Shares and
could impair the Company's ability to raise capital through the sale of its
equity securities.
Volatility of Price of Common Stock
The market price of the Company's Common Stock has been, and may in the
future be, highly volatile. Factors such as the Company's operating results,
general economic conditions or changes in the security guard industry could have
a significant impact on the market price of the Company's Common Stock.
Further, in recent years, the securities markets have experienced a high level
of price and volume volatility and the market prices of securities for many
companies, particularly emerging growth companies, have experienced wide
fluctuations which have not necessarily been related to the operating
performances of such companies. See "MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS" in the 1996 10-K.
THE COMPANY
The Company is a corporation formed under the laws of the State of New York
on May 9, 1980. It principally provides uniformed security services from its
fifteen operating offices in New York, New Jersey, Illinois, California,
Connecticut and Florida to commercial, financial, industrial, aviation and
governmental clients in the United States. Security services include providing
uniformed guards for access control, theft prevention, surveillance, vehicular
and foot patrol and crowd control. The Company employs a total of approximately
3,800 hourly guards, including those employed under security service agreements
with other security guard companies for which the Company administers billing,
collection and payroll ("service company clients") and approximately 75 other
employees indirectly attributable to guard services including supervisors
16
<PAGE>
and dispatchers. The Company also employs approximately 75 administrative
employees, including the executive staff.
Management believes there is heightened attention to security matters due
to the ongoing threat of criminal and terrorist activities. As a result of such
attention, management further believes that the urban commercial centers served
by the Company provide an opportunity for increased market participation and
growth.
From 1983, when William C. Vassell, the Company's Chairman of the Board
acquired control, to June 1990, the Company expanded its business through
internal sales efforts and by acquisitions of the customer lists of smaller
security firms in markets the Company was already serving. In July 1990, the
Company implemented an expansion program emphasizing growth by providing back
office services to service company clients.
This program capitalizes on the Company's proprietary computerized
scheduling and information systems, which incorporates administrative programs
and other data processing procedures. Pursuant to written "Service Agreements",
the Company provides service company clients with the benefits of its
proprietary computerized scheduling and information system and programs, as well
as its accounts receivable financing and insurance resources, for a fee equal to
a percentage of the service company clients' revenue or gross profits. Under
these agreements, the Company's program is designed to take over the "back
office" functions of these clients, enabling them to reduce their general and
administrative expenses and thereby increase profitability, while also freeing
their managers to service existing customers and to solicit new business.
In connection with these Service Agreements, the Company may provide to its
service company clients financial accommodations typically in the form of loans,
the repayment of which is secured by accounts receivable, customer lists,
contracts and all other assets of the independent firm and is personally
guaranteed by the owner(s) of the service company.
Changes in Board of Directors
In connection with the acquisition of United, the Company's Board of
Directors increased its size from five members to eight members. The new Board
members are Peter T. Kikis, a director of the parent company of Deltec, the
Company's Subordinated Debt lender, H. Richard Dickinson, the former chief
financial officer of United and Lloyd H. Saunders, III, a managing director of
Sands Brothers & Co., Ltd., the placement agent of various recent private
issuances made by the Company. Mr. Dickinson also became the Company's Chief
Financial Officer and Executive Vice-President.
At the first meeting of the newly constituted Board, an Executive Committee
was appointed for the purpose of discussing strategic matters and advising
management with respect to the direction the Company should take with respect to
such matters between Board meetings. The Committee is comprised of Messrs.
Vassell, Kikis and Dickinson. Mr. Kikis has been appointed chairman of the
Committee.
17
<PAGE>
The Company believes that the enhancement to the management team due to the
addition of the hands-on, independent and experienced new members of its Board,
will help the Company realize the potential synergism of the United acquisition.
Outstanding Securities
As of August __, 1996, there were outstanding 6,764,206 Shares and
outstanding commitments to issue 3,388,600 Shares including Shares reserved for
issuance pursuant to the Company's Employee Stock Option Plan and other options
and warrants and for issuance pursuant to conversion of the Series A Preferred
Stock. There are 9,847,194 authorized and unreserved Shares which may be issued
by the Board of Directors.
The address of the Company's principal offices is Lexington Park, Route 55,
Lagrangeville, NY 12540 and its telephone number is (914) 454-3703.
USE OF PROCEEDS
The Company will not receive any cash proceeds from the resale by the
Selling Stockholders of the Shares covered by this registration statement. This
Prospectus does not relate to warrants or options; it relates only to the resale
of Shares to be issued upon exercise thereof. If all of the warrants held by
Selling Stockholders were exercised, the Company would receive gross proceeds of
approximately $7,317,638. There can be no assurance that any of the warrants
will be exercised. The respective exercise prices of the warrants and options
are all in excess of the current market price of the Company's stock as of
August __, 1996. The Company will use any proceeds received from the exercise
of the warrants and options for working capital and general corporate purposes,
and may use a portion of such proceeds to repay indebtedness that may be
outstanding at the time of exercise. The amount and terms of the indebtedness
that may be repaid is unknown at this time. In addition, the Company may, if
and when the opportunity arises, use a portion of any such proceeds, together
with the issuance of equity or debt securities, to acquire companies which the
Company believes are compatible with its business.
The above applications reflect management's current plans and may be
changed to reflect various factors, including arrangements with other companies
and competitive developments, some of which are beyond the control of
management. Pending application, any proceeds received upon the exercise of any
such securities will be temporarily invested in high-quality, interest-bearing
securities and in other investments which the Company deems appropriate.
18
<PAGE>
SELLING STOCKHOLDERS
The following table shows the names of the Selling Stockholders and the
number of Shares beneficially owned by each of them, or their nominees, as of
September 8, 1995, except as noted herein, and the number of Shares which may be
offered pursuant to this Prospectus. This information is based on information
provided by the Selling Stockholders or their representatives. Because the
Selling Stockholders may offer all, some or none of the Shares which they hold,
no estimate can be given as to the number of Shares or the percentage of the
Company's outstanding Common Stock that will be held by the Selling Stockholders
upon termination of such offering. See "SALE OF SHARES."
<TABLE>
<CAPTION>
Total of Shares Total of
Selling Beneficially Shares Shares
Stockholders Owned Prior Offered for Beneficially
to Offering Stockholder Owned After
Account Number Offering
Shares (4)
Percentage
_______________ ____________ ___________ ___________ ___________
1993 Private Placement Investors (Unit Shares and Shares underlying Unit Warrants) (1) (2)
<S> <C> <C>
Howard Anchin 17,500 17,500 - -
Bradford T. Black, 17,500 17,500 - -
MD
David A. Bender 14,000 14,000 - -
David J. Blotnik 14,000 14,000 - -
Alice Blotnik 24,500 24,500 - -
Edward L. Calvino 14,000 14,000 - -
Dejay Corp. Profit
Sharing Trust 17,500 17,500 - -
Anton Dal Sasso 10,500 10,500 - -
Jerjis Denno and
Shatha Denno 24,500 24,500 - -
Richard L. Denton 14,000 14,000 - -
Rollin M. Dick 14,000 14,000 - -
Walter Driskill 56,000 56,000 - -
Sarge S. Dubinsky
and Gayle P. 14,000 14,000 - -
Dubinsky
Lowell H. Dubrow 14,000 14,000 - -
Charles S. Everts 14,000 14,000 - -
<PAGE>
<CAPTION>
Total of Shares Total of
Selling Beneficially Shares Shares
Stockholders Owned Prior Offered for Beneficially
to Offering Stockholder Owned After
Account Number Offering
Shares (4)
Percentage
_______________ ____________ ___________ ___________ ___________
<S> <C> <C> <C> <C>
Anthony Frascella 14,000 14,000 - -
Alex Gianoplus 14,000 14,000 - -
Roger Gimbel 24,500 24,500 - -
R. Gray &
Associates, Inc. 12,250 12,250 - -
Express Enterprises 14,000 14,000 - -
Jenna Partners, 122,500 122,500 - -
LP(3)
Jenna Partners II,
LP(3) 85,750 85,750 - -
Owl Partners, LP 35,000 35,000 - -
(3)
Richard Kaufman 14,000 14,000 - -
Peter T. Kiskis (A) 42,000 42,000 - -
Jack J. Kornreich 28,000 28,000 - -
Sidney Kreitzer 28,000 28,000 - -
Niels H. Lauersen 24,500 24,500 - -
Sidney Lazard 35,000 35,000 - -
The Lerner Family 24,500 24,500 - -
Trust
Alan Quitko 14,000 14,000 - -
Irving L. Quitko 24,500 24,500 - -
Robert J. Rosan 28,000 28,000 - -
Anand J. Sathe 17,500 17,500 - -
Steven R.
Schuchman 28,000 28,000 - -
Revocable Trust
Joseph A. Simon, 35,000 35,000 - -
Trust
Orville N. Smith 14,000 14,000 - -
Herman Spiegel 14,000 14,000 - -
Richard Tauber 14,000 14,000 - -
C. Kenneth White 28,000 28,000 - -
Robert E. Woods 14,000 14,000 - -
Simon Zunamon 24,500 24,500 - -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Total of Shares Total of
Selling Beneficially Shares Shares
Stockholders Owned Prior Offered for Beneficially
to Offering Stockholder Owned After
Account Number Offering
Shares (4)
Percentage
- --------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Victor Shick 10,500 10,500 - -
Cheryl M. Schmitz 14,000 14,000 - -
Ekaterini Panageas 5,250 5,250 - -
Constatine W.
Vassell (B) 1,750 1,750 - -
Josephine Brown 1,750 1,750 - -
Nicholas Morris 6,125 6,125 - -
Cynthia Deen 1,750 1,750 - -
Ben Sands and
Elinor Sands 7,000 7,000 - -
Marvin D. Reingold 7,000 7,000 - -
Katie and Adam
Bridge Partners,
LP (3) 140,000 140,000 - -
Better Val-U 17,500 17,500 - -
James La Ritz 17,500 17,500 - -
Bill Hall & Barbara
Hall 35,000 35,000 - -
Dr. Morton Aronoff
and Mrs. Ruth
Aronoff 17,500 17,500 - -
Byron J. Seaman 35,000 35,000 - -
Joel D. Preblod 35,000 35,000 - -
Sheila J. Ratner 17,500 17,500 - -
Robert Evedon and
Barbara Evedon 10,500 10,500 - -
J. Sherman
Henderson III,
IRA 52,500 52,500 - -
J. Sherman
Henderson III 17,500 17,500 - -
Soterios Panageas 7,000 7,000 - -
Betty Panageas 7,000 7,000 - -
Elene Panageas 5,250 5,250 - -
Elias Panageas 5,250 5,250 - -
Ronald G. Olson 35,000 35,000 - -
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
Total of Shares Total of
Selling Beneficially Shares Shares
Stockholders Owned Prior Offered for Beneficially
to Offering Stockholder Owned After
Account Number Offering
Shares (4)
Percentage
- --------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
William B. Rivkin,
Trust 17,500 17,500 - -
Gloria N. Heinen 17,500 17,500 - -
Mona Kalimian 70,000 70,000 - -
Mark Kalimian 35,000 35,000 - -
Sandia Investment
Corp 17,500 17,500 - -
D.S. Kinder Limited
Partnership 17,500 17,500 - -
Steven Edward
Wechsler
Irrevocable Trust 17,500 17,500 - -
Diane Gaye
Wechsler
Irrevocable Trust 17,500 17,500 - -
March Investment
Limited Partnership 17,500 17,500 - -
Robert W. Bennie 12,250 12,250 - -
Edward Ramsdell
(C) 1,750 1,750 - -
Sumant A. Kumar 12,600 12,600 - -
Carole M. Nadar 39,900 39,900 - -
Leo Wiener 14,000 14,000 - -
Peter J. Nekos (D) 3,500 3,500 - -
David Heller 5,250 5,250 - -
Alex Gabay 17,500 17,500 - -
Stanford Baratz 10,500 10,500 - -
James L. Eichler 1,750 1,750 - -
Thomas F. Riggio,
Sr. 1,750 1,750 - -
Eugene McDonald
(E) 1,750 1,750 - -
Warren L.. Allen 17,500 17,500 - -
William O. Lewis 17,500 17,500 - -
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
Total of Shares Total of
Selling Beneficially Shares Shares
Stockholders Owned Prior Offered for Beneficially
to Offering Stockholder Owned After
Account Number Offering
Shares (4)
Percentage
- --------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Thomas J.
Campbell 17,500 17,500 - -
Herbert S. Galkin,
IRA 17,500 17,500 - -
Bernard W.
Lockard 21,000 21,000 - -
Salvatore Bellini 12,250 12,250 - -
Steve Giese 15,750 15,750 - -
Edward Ameen 21,000 21,000 - -
William A. Hartley 17,500 17,500 - -
William H.
McCartney 17,500 17,500 - -
Murray Leifer 17,500 17,500 - -
Forest Creek
Capital Mtg. 17,500 17,500 - -
Terry S. Latanich 17,500 17,500 - -
Bruce Kloeckner
and Brian
Kloeckner 17,500 17,500 - -
Siegfried Herrmann 17,500 17,500 - -
Maurice Dabbah 35,000 35,000 - -
Michael B. Landau 8,750 8,750 - -
Harold M. Landau
and Miriam B.
Landau 8,750 8,750 - -
Palladin Partners I,
LP 35,000 35,000 - -
Americas Tower
Partners 87,500 87,500 - -
Jacques Dabbah 35,000 35,000 - -
David Tod 10,500 10,500 - -
David Tod II 43,750 43,750 - -
Michael R. Howe 43,750 43,750 - -
M.S.B. Research
Inc. 35,000 35,000 - -
Carolyn Carrano 23,975 23,975 - -
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
Total of Shares Total of
Selling Beneficially Shares Shares
Stockholders Owned Prior Offered for Beneficially
to Offering Stockholder Owned After
Account Number Offering
Shares (4)
Percentage
- --------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Bahram Ahlzadeh 7,000 7,000 - -
Bob Kennedy and
Vevonna Kennedy 10,500 10,500 - -
Bill Whitten 17,500 17,500 - -
Terry Johnson 52,500 52,500 - -
Larry Denburg 21,875 21,875 - -
Putich Sales Inc.
Pension Plan &
Trust 35,000 35,000 - -
Daryl Leehaug 29,750 20,750 - -
George D.
Gregoratos and
Mary A.
Gregoratos 17,150 17,150 - -
Ralph D. Jones 23,625 23,625 - -
Anne C.S. Mehlich 7,000 7,000 - -
Roger W. Schmitz
Trust U/A 12/16/87 8,750 8,750 - -
Frederick M.
Schmitz Trust
U/A 12/16/87 8,750 8,750 - -
Michael D. Schmitz 3,500 3,500 - -
Wendy Williams 875 875 - -
Peter Carlson
Mehlich
Irrevocable Trust 7,000 7,000 - -
Norman Bowling 6,125 6,125 - -
MEHLICH SHARES
William O. Mehlich 26,250 26,250 - -
Astrid Mehlich 26,250 26,250 - -
Robert Mehlich 26,250 26,250 - -
Estate of March C.
Mehlich 26,250 26,250 - -
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
Total of Shares Total of
Selling Beneficially Shares Shares
Stockholders Owned Prior Offered for Beneficially
to Offering Stockholder Owned After
Account Number Offering
Shares (4)
Percentage
- --------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
KROSNEY SHARES
AND KROSNEY
WARRANTS
Clifford J. Ingerber
Esq. Escrow
Agent (F) -
Krosney Shares 150,000 150,000 - -
Krosney Warrant
Shares (s) 300,000 300,000 - -
SANDS WARRANTS (2)
Sands Brothers &
Co., Ltd. (G) 64,390 64,390 - -
SANDS PLACEMENT
WARRANT (2)
Sands Brothers &
Co., Ltd. (G) 100,610 100,610 - -
SANDS CONSULTING
WARRANT (2)
Sands Brothers &
Co., Ltd. (G) 7,000 7,000 - -
SAUNDERS WARRANT
(2)
Lloyd H. Saunders,
III (H) 7,000 7,000 - -
SCHREIER WARRANT
(2)
W. Terrance
Schreier 21,000 21,000 - -
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Total of Shares Total of
Selling Beneficially Shares Shares
Stockholders Owned Prior Offered for Beneficially
to Offering Stockholder Owned After
Account Number Offering
Shares (4)
Percentage
- --------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
BARRY SHARES
Joseph T. Barry (I) 62,500 62,500 - -
VIGILANTE WARRANT
Thomas J. and
Elizabeth
Vigilante (I) 25,000 25,000 - -
CIT WARRANT (2)
The CIT
Group/Credit
Finance, Inc. (J) 50,000 50,000 - -
NSL SHARES
NSL Shareholder
Trust (I) 112,911 112,911 - -
MCVEY SHARES
James and Beatrice
McVey (I) 20,513 20,513 - -
CONVERSION SHARES
(6)
Katie and Adam
Bridge Partners,
LP (3)(K) 606,100 606,100 - -
Peter T. Kikis (7)(A) 40,000 40,000 - -
Thomas P. Kikis (7) 40,000 40,000 - -
Arcadia, LP (7)(K) 40,000 40,000 - -
Arthur Byrnes (7) 20,000 20,000 - -
Urania Perakos (7) 40,000 40,000 - -
Deltec Panamerica
Trust Co., Ltd.
(7)(L) 120,000 120,000 - -
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
Total of Shares Total of
Selling Beneficially Shares Shares
Stockholders Owned Prior Offered for Beneficially
to Offering Stockholder Owned After
Account Number Offering
Shares (4)
Percentage
- --------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
PP-1 SHARES
Slane Limited 88,028 88,028 - -
Gaynor Limited 43,478 43,478 - -
PP-2 SHARES
AMG Capital
International S.A. 250,000 250,000 - -
TRINET
International
Fund Ltd. 250,000 250,000 - -
Homafar
Incorporated 125,000 125,000 - -
Gung Fu Lee 35,000 35,000 - -
Alex Mitiaev 50,000 50,000 - -
Emilio Aliaga 40,000 40,000 - -
PP-3 SHARES
Monarch
Development 100,000 100,000 - -
Capital International
Limited 100,000 100,000 - -
Giuseppe Gugliotta 56,000 56,000 - -
REG D SHARES
Lexus Industries of
Georgia, LP 68,966 68,966 - -
Walter Driskill 250,000 250,000 - -
John Gutfreund 68,966 68,966 - -
Rosenblatt Family
Trust 100,000 100,000 - -
Sara Leifer 172,414 172,414 - -
Stanford Baratz 34,483 34,483 - -
John Ford 34,483 34,483 - -
Richard Holstein 68,966 68,966 - -
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
Total of Shares Total of
Selling Beneficially Shares Shares
Stockholders Owned Prior Offered for Beneficially
to Offering Stockholder Owned After
Account Number Offering
Shares (4)
Percentage
- --------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Leonard DeCeccis 51,724 51,724 - -
Lily Capital
Appreciation
Partners, LP
(3)(K) 100,000 100,000 - -
SANDS EMPLOYEE
(8) WARRANTS AND
SANDS EMPLOYEE
WARRANTS II
Lloyd H. Saunders,
III (H) 82,000 82,000 - -
Charles Robinson 5,000 5,000 - -
Alan Bluestine 30,000 30,000 - -
John Holmes 10,000 10,000 - -
Glen McKelvey 5,000 5,000 - -
Fiona Fahnestock 1,000 1,000 - -
Gary Franklin 1,000 1,000 - -
Seth Potter 1,000 1,000 - -
Scott Franklin 7,500 7,500 - -
Rob Bonaventure 7,500 7,500 - -
Robert Zampa 1,500 1,500 - -
Dmitir Borochim 200 200 - -
Marc Levine 200 200 - -
Chris Lagana 100 100 - -
Todd Cirella 100 100 - -
Marie McManus 200 200 - -
Richard Sands 10,000 10,000 - -
David Roth 4,600 4,600 - -
Howard Allen 4,600 4,600 - -
Peter Pak 500 500 - -
Kerri Wasserman 400 400 - -
Peter Sarner 100 100 - -
Bob Spiegel 17,000 17,000 - -
Hugh Marasa 9,000 9,000 - -
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
Total of Shares Total of
Selling Beneficially Shares Shares
Stockholders Owned Prior Offered for Beneficially
to Offering Stockholder Owned After
Account Number Offering
Shares (4)
Percentage
- --------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Susan Kellogg 5,000 5,000 - -
Scott Kurland 4,000 4,000 - -
Bob Hill 3,500 3,500 - -
James Palmer 3,500 3,500 - -
Gordon Fallone 6,000 6,000 - -
Kevin Gallagher 500 500 - -
George Gluesner 500 500 - -
Rodger Wells 500 500 - -
Craig Bonn 500 500 - -
James Dore 1,600 1,600 - -
Michell Lee 400 400 - -
Seamus Leahy 500 500 - -
Randy Langhamer 1,000 1,000 - -
James Brodie 7,000 7,000 - -
James Forster 1,000 1,000 - -
Peter Moore 1,000 1,000 - -
John Gutfreund 10,000 10,000 - -
</TABLE>
* Less than one percent (1%) of the Common Stock outstanding on
September 8, 1995.
- ---------------------
(1) Shares offered for the account of each of these Shareholders
consist of the Unit Shares and Warrant Shares.
(2) Registration covers the resale of Shares to be issued upon
exercise of the Warrants; it does not cover the Warrants.
(3) An affiliate of or person associated with Sands Brothers
with respect to whose Shares Sands Brothers disclaims beneficial
ownership.
(4) The number of shares beneficially owned after the offering
cannot be determined since some, all or none of the shares may be
sold.
29
<PAGE>
(5) The maximum compensation due Krosney under the Consulting
Agreement is $300,000 worth of stock and/or warrants. Based on
the current market value of the Shares, Krosney is not entitled
to receive an amount of securities equal to or exceeding 5% of
the issued and outstanding common stock of the Company. Pursuant
to the Escrow Agreement, the Company controls all rights with
respect to the voting and disposition of the Shares.
(6) Number of Shares of Common into which the Series A Preferred
is convertible.
(7) Held nominally in the name of Deltec Asset Management
Corporation.
(8) Includes Sands Employee Warrants and Sands Employee Warrants
II in the names of the current or former Sands' employees or
associates listed.
(A) Member of the Company's Board of Directors, Chairman of
Executive Committee and affiliate of Deltec Development
Corporation ("Deltec"), the subordinated debt lender.
(B) Mr. William C. Vassell's father.
(C) Vice President of Operations.
(D) Member of the Company's Board of Directors.
(E) Vice President of Operations.
(F) Mr. Krosney is an employee.
(G) Sands Brothers & Co., Ltd. has acted as the Company's
Placement Agent in connection with the two private placement
offerings. Mr. Steven Sands is a principal of Sands Brothers.
(H) Mr. Saunders is a managing director of Sands Brothers.
(I) Seller of security guard assets acquired by the Company.
(J) Primary senior lender pursuant to $10.0 million revolving
line of credit.
(K) Affiliate of Sands Brothers.
(L) Affiliate of subordinated lender, Deltec.
30
<PAGE>
SALE OF SHARES
The sale of Registrable Shares by the Selling Stockholders may be
effected from time to time in transactions (which may include block
transactions) in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Selling Stockholders
may effect such transactions by selling Registrable Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the Selling Stockholders and/or
the purchasers of Registrable Shares for whom such broker-dealers may act as
agent or to whom they sell as principal or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions). Sands
Brothers may act as broker-dealer on behalf of one or more of the Selling
Stockholders. The Selling Stockholders and any broker-dealers that act in
connection with the sale of the Registrable Shares hereunder might be deemed
to be "underwriters" within the meaning of Section 2(11) of the Act and any
commissions received by them and any profit on the resale of Registrable
Shares as principals might be deemed to be underwriting discounts and
commissions under the Act. The Company has agreed to indemnify certain of the
Selling Stockholders against certain liabilities, including liabilities under
the Act.
Pursuant to various agreements with the respective Selling Stockholders,
the Company is obligated to maintain the effectiveness of the Registration
Statement of which this Prospectus forms a part. Pursuant to the most
extended obligation under these agreements, the Offering contemplated hereby
will terminate with respect to the Registrable Shares upon the earlier of (i)
the date that all of the Unit Shares, Unit Warrant Shares, Reg D Shares and
Conversion Shares are sold pursuant to the Registration Statement, (ii) the
date the holders thereof receive an opinion of counsel that the Unit Shares,
Unit Warrant Shares, Reg D Shares and Conversion Shares may be sold under the
provision of Rule 144(k), or (iii) the third anniversary of the effective date
of the Registration Statement, but in no event less than 90 days.
The Shares offered by the Selling Stockholders are eligible for sale only
in certain states, and in some of those states may be offered or sold only to
"institutional investors" as defined under applicable state securities laws.
To the extent required by applicable law, this Prospectus will be
supplemented to summarize the terms of any sales through dealers, together
with any discounts, commissions or concessions allowed by such dealers in
connection therewith. No sales or distributions other than as defined herein
may be effected until after this Prospectus shall have been appropriately
amended or supplemented.
TRANSFER AGENT
The Transfer Agent for the Company's Common Stock is American Securities
Transfer Incorporated, Denver, Colorado. The Company is currently acting as
Warrant Agent with respect to
31
<PAGE>
its outstanding warrants including the Unit Warrants. However, it expects to
engage American Securities Transfer Incorporated as agent with respect to the
exercise of the Unit Warrants.
EXPERTS
The balance sheet of the Registrant as of March 31, 1996 and the related
statements of operations, stockholders' equity and cash flows for the year
then ended, and related financial statement schedule incorporated in this
prospectus by reference from the Company's Annual Report on Form 10-K for the
year ended March 31, 1996, have been audited by D'Arcangelo & Co., LLP,
independent auditors, as stated in their report dated June 12, 1996, which is
incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
The balance sheet of the Registrant as of March 31, 1995 and the related
statements of operations, stockholders' equity and cash flows for the years
ended March 31, 1995 and 1994, and related financial statement schedules
incorporated in this prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended March 31, 1996, have been audited by Coopers &
Lybrand, LLP, independent accountants, as stated in their report, which
includes an explanatory paragraph relating to the Company's ability to
continue as a going concern and uncertainties related to a contingency and
litigation, which report, financial statements and financial statement
schedules are incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information contained in
the Registration Statement, certain portions of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is
made to the Registration Statement, including the exhibits and schedules
thereto. Statements contained in this Prospectus as to the contents of any
contract or any other document referred to herein are not necessarily complete
and, in each instance, reference is made to the copy of such contract or
document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. The Registration
Statement and the exhibits and schedules thereto may be inspected without
charge at the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. Copies of all or any part
thereof may be obtained from the Commission at prescribed rates.
32
<PAGE>
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION .................................
RISK FACTORS...........................................
THE COMPANY............................................
USE OF PROCEEDS........................................
MARKET FOR THE COMPANY'STOCK AND RELATED
STOCKHOLDER MATTERS....................................
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS....................
BUSINESS...............................................
MANAGEMENT.............................................
EXECUTIVE COMPENSATION.................................
PRINCIPAL STOCKHOLDERS.................................
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........
PROPERTIES.............................................
LEGAL PROCEEDINGS......................................
DESCRIPTION OF CAPITAL STOCK...........................
SELLING STOCKHOLDERS...................................
SALE OF SHARES.........................................
TRANSFER AGENT.........................................
EXPERTS................................................
ADDITIONAL INFORMATION.................................
33
<PAGE>
Until _____________, all dealers effecting transactions in
the registered securities, whether or not participating in this
distribution, may be required to deliver a prospectus. This is
in addition to the obligation of dealers to deliver a prospectus
when acting as underwriters involved in a distribution, or with
respect to their unsold allotments or subscriptions.
34
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table shows all expenses of the issuance and distribution
of the securities offered hereby, other than underwriting discounts and
commissions. All expenses of the offering have been borne by the Company.
SEC Registration Fee ................................ $5,396.35
State Qualification Expenses ........................ 25,000.00
Printing Expenses .................................. 2,500.00
Legal Fees & Expenses .............................. 100,000.00
Accountants Fees & Expenses ........................ 75,000.00
Transfer Agent ..................................... 2,000.00
Miscellaneous Expenses ............................. 2,000.00
----------
TOTAL ......................................... $211,896.35
All amounts listed above, except the SEC registration fee, are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Information relating to the indemnification of directors and officers is
incorporated by reference to Part II, Item 6 of the Company's registration
statement filed on Form S-8 filed February 17, 1993 with the Commission.
35
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
All other schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements and notes thereto.
4.1 Specimen Stock Certificate Incorporated by reference to
Exhibit 4.A to amendment #1
to Registrant's Registration
Statement on Form S18, file
number 33,35007-NY (the "S-18")
4.2 Finance Warrant (50,000) to Incorporated by reference to
the CIT Group/Credit Exhibit 4.2 of the Form 8-K
filed on March 13, 1995.
4.3 Specimen Series A Preferred Incorporated by reference to
Stock Certificate Exhibit 4.2 of the Third
Amendment to the S-1 filed
with the SEC on _______
5.0 Opinion Re: Legality Incorporated by reference to
Exhibit 5.0 to the Second
Amendment to the S-1 filed
with the SEC on ____
23.1 Consent of Coopers & E-1
Lybrand LLP
23.2 Consent of D'Arcangelo & E-2
Co., LLP
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
36
<PAGE>
2. For the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
4. The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
5. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
37
<PAGE>
6. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
38
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Lagrangeville, State of New York, on August 15, 1996.
COMMAND SECURITY CORPORATION
BY: /s/ William C. Vassell
------------------------------
WILLIAM C. VASSELL
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ William C. Vassell
- -------------------------- Chairman of the August 15, 1996
William C. Vassell Board of Directors
(Principal Executive
Officer)
/s/ Gordon Robinett
- -------------------------- Director August 15, 1996
Gordon Robinett
/s/ H. Richard Dickinson
- -------------------------- Executive Vice August 15, 1996
H. Richard Dickinson President, Director
and Chief Financial
Officer (Principal
Financial Officer)
- -------------------------- Director August 15, 1996
Gregory J. Miller
/s/ Peter J. Nekos
- -------------------------- Director August 15, 1996
Peter J. Nekos
/s/ Steven B. Sands
- -------------------------- Director August 15, 1996
Steven B. Sands
/s/ Peter T. Kikis
- -------------------------- Director August 15, 1996
Peter T. Kikis
/s/ Lloyd H. Saunders, III
- -------------------------- Director August 15, 1996
Lloyd H. Saunders, III
39
<PAGE>
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this post-
effective amendment on Form S-3 amending a registration statement
on Form S-1 (File No. 33-75336) of our report, which includes an
explanatory paragraph relating to the Company's ability to
continue as a going concern and uncertainties related to a
contingency and litigation, dated July 8, 1995, except for Notes
13 and 23 for which the date is September 19, 1995, on our audits
of the financial statements and financial statement schedules of
Command Security Corporation. We also consent to the reference
to our firm under the caption "Experts."
Coopers & Lybrand, LLP
Albany, New York
August 21, 1996
<PAGE>
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this
Registration Statement of Command Security Corporation on Form S-3
(File No. 33-75336) of our report dated June 12, 1996,
appearing in the Annual Report on Form 10-K of Command Security
Corporation for the year ended March 31, 1996, and to the
reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
D'Arcangelo & Co., LLP
August 21, 1996
Poughkeepsie, New York
