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: September 12, 2000
(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)
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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 September 13, 2000.
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: September 12, 2000 COMMAND SECURITY CORPORATION
By: /s/ William C. Vassell
William C. Vassell
Chairman of the Board
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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
o MAJOR INVESTOR AGREES TO PURCHASE SHARES OF
DISSIDENT SHAREHOLDER/DIRECTORS
o COMPANY TO ISSUE WARRANT TO INVESTOR TO
PURCHASE 20% OF COMPANY FOR $1.25 PER SHARE
o NEW EMPLOYMENT AGREEMENT FOR WILLIAM C. VASSELL
o TERMINATION OF DERIVATIVE LAWSUIT
o CFO AND BOARD CHANGES
o EXPANDED BANKING FACILITY
Lagrangeville, New York *** September 12, 2000 *** Command Security
Corporation (NASDAQ:CMMD) announced today that Reliance Security Group plc
(LSE:RSG), a leading UK provider of security related support services has
entered into an agreement where it will purchase common shares, preferred
shares and options which represent approximately 38% of the outstanding
common stock of the Company on a fully diluted basis from an outside
shareholder and directors who brought suit on December 4, 1997 against the
other four directors and the Company. Reliance, in an off-market transaction,
is paying these individuals $2.20 per common share and common share
equivalent.
The transaction, which has been approved by the Board but is subject to
various conditions including stockholder approval, includes the grant to
Reliance of a five-year warrant to purchase 20% of the outstanding common
stock of the Company on a fully diluted basis at $1.25 per share.
As a result of this agreement, the dissident shareholder and directors will
terminate their lawsuit, relinquish their seats on the Board and agree to
terminate a shareholder agreement to which they are a party. Pursuant to a
new shareholder agreement Mr. Vassell and Reliance will each designate three
directors to a reconstituted Board of seven members. The seventh director
will be appointed by Mr. Vassell and Reliance.
<PAGE>
The Board also announced that it has accepted the resignation of Nathan
Nelson, Command's CFO. Assuming appropriate immigration approval, a former
employee of Reliance, Graeme Halder, formerly Finance Director of Reliance
Security Services, Ltd., will become the new CFO. In the interim the Board
has appointed Peter Nekos, a director, to act as CFO. Upon consummation of
these transactions, William C. Vassell will become President, Chief Executive
Officer and Chairman of Command under a new three-year employment contract.
Commenting on the announcement, Mr. Vassell, said, "I am extremely excited
about the future for Command. Now that the lawsuit between members of the
Board will be resolved, we can look forward to the future with new energy.
Reliance shares my vision for the future of Command. They have been very
successful in building a leading security support services firm in the UK.
Our business plan calls for expanding our sales force and continuing to
consolidate our fragmented industry. I am also pleased that Reliance sees the
potential future value in the Company which is evidenced by the price which
they paid to acquire their shares."
Management has negotiated an amendment to its existing financing facility
which increases its revolving line of credit to $15 million and adds a new
term loan facility of up to $2.25 million. Interest rates on the new facility
will be lower than the rates under the current facility.
Mr. Vassell added, "We expect to continue our rapid rate of growth as
evidenced by our first quarter revenue increase of 20%. The expanded loan
facility will finance this expected growth and will provide the necessary
funding to support our plans to expand our sales force.
It is anticipated that the transaction will be completed prior to the end of
this calendar year.
About Reliance
Reliance is an established market leader, one of the four largest UK
operators, in the provision of contract security management, manpower,
electronic surveillance and related support services. The company employs
approximately 8,000 people from a network of offices throughout Great
Britain. In its year ended April 28, 2000 the company reported revenues of
approximately (pound)150,000,000 with profit before tax of more than
(pound)8.5 million.
About Command
Command Security Corporation provides security services through company-owned
offices in New York, New Jersey, California, Illinois, Connecticut, Florida,
Georgia, Massachusetts and Pennsylvania and provides services via independent
security companies nationwide.
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.
