SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 24, 1999
---------------
(Date of Earliest Event Reported)
COMMAND SECURITY CORPORATION
----------------------------
(Exact name of Registrant as Specified in its Charter)
New York
--------
(State of Incorporation)
0-18684
-------
(Commission File Number)
14-1626307
----------
(IRS Employer Identification No.)
Lexington Park, Lagrangeville, New York 12540
---------------------------------------------
(Address of Principal Executive Offices)
(914) 454-3703
--------------
(Registrant's Telephone Number)
<PAGE>
Item 1-Item 4. Not Applicable.
- --------------
Item 5: Other Events. Not Applicable.
- ---------------------
Item 6. Not Applicable.
- -------
Item 7. Financial Statements and Exhibits.
- -------
(a),(b)
(c) Exhibits
(i) Press release dated August 27, 1999
Item 8. Not Applicable.
- -------
Item 9. Not Applicable.
- -------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 27, 1999 COMMAND SECURITY CORPORATION
By: /s/ Nathan Nelson
-----------------------
Nathan Nelson
Chief Financial Officer
<PAGE>
FOR IMMEDIATE RELEASE CONTACT: William C. Vassell Donald Radcliffe
Chairman Radcliffe & Associates, Inc.
Tel:(914)454-3703 Tel:(212)605-0174
COMMAND SECURITY CORPORATION ANNOUNCES
--------------------------------------
TERMINATION OF DISCUSSIONS REGARDING SALE OF THE
COMPANY FREES BOARD TO MAKE PURCHASES OF ITS STOCK
Lagrangeville, New York *** August 27, 1999 ***Command Security
Corporation (NASDAQ:CMMD) announced today that following a meeting of its
Board of Directors on Tuesday, it is no longer engaged in active discussions
concerning the possible sale of the Company. Members of the Board believe
that the current market price of the stock does not reflect the value of the
Company and have indicated that they expect to purchase the Company's stock
in the open market within the next two weeks. The extent of such purchases
has not been determined and will be dependent upon market conditions.
During the past nine months when there was active discussion concerning
the sale of the Company, the Board did not receive an offer containing
acceptable pricing or terms. Although the Board is still aware of interest in
the Company, it unanimously agreed that the Company's recent performance and
prospects for stable growth indicate that a sale at this time would not be in
the best interests of its shareholders.
William C. Vassell, Chairman of the Board, expressing the views of the
Board said, "We have made significant progress to date in realizing net
income, improving working capital and stabilizing operations with cost
controls, increased regulatory compliance oversight and the hiring of Nathan
Nelson as CFO. We expect these factors to contribute to the growth and
success of the Company."
Statements in this press release other than statements of historical
fact are "forward-looking statements." Such statements are subject to certain
risks and uncertainties including the demand for the Company's services,
litigation, labor market, and other risk factors identified from time to time
in the Company's filings with the Securities and Exchange Commission that
could cause actual results to differ materially from any forward-looking
statements. These forward-looking statements represent the Company's judgment
as of the date of this release. The Company disclaims, however, any intent or
obligation to update these forward-looking statements.
Command Security Corporation provides security services through
Company-owned offices in New York, New Jersey, California, Illinois, Florida,
Georgia, Massachusetts, Pennsylvania and Connecticut and provides back-office
service agreements to independent security companies nationwide.
