SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Amendment
No. 8)
(Rule
14d-100)
Tender
Offer Statement under Section
14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
Colonial
Commercial Corp.
(Name of
Subject Company (Issuer) and Filing Person (as Offeror))
Convertible
Preferred Stock, Par Value $0.05 Per Share
(Title of
Class of Securities)
195621.503
(CUSIP
Number of Class of Securities)
William
Pagano
Colonial
Commercial Corp.
275
Wagaraw Road, Hawthorne, NJ 07506
Telephone:
(973) 427-3320
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee
|
|
$446,033
|
$24.88
|
*
Pursuant to General Instruction D to Schedule TO, a filing fee is not required
in connection with this filing as it relates solely to preliminary
communications made before the commencement of a tender offer.
|
T
|
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
|
|
Amount
Previously Paid: $24.88
|
Filing
Party: Colonial Commercial Corp. (Issuer and Filing
Person)
|
|
Form
or Registration No.: SC TO-I
|
Date
Filed: July 9, 2009
|
£ Check the box
if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
£ third-party
tender offer subject to Rule 14d-1.
T issuer tender
offer subject to Rule 13e-4.
T going-private
transaction subject to Rule 13e-3.
£ amendment to
Schedule 13D under Rule 13d-2.
Check the
following box if the filing is a final amendment reporting the results of the
tender offer: T
INTRODUCTORY
STATEMENT
This
Amendment No.8 amends and supplements the Tender Offer Statement under cover of
Schedule TO, as amended (the “Schedule TO”), originally filed with the
Securities and Exchange Commission on July 9, 2009 by Colonial Commercial Corp.
(the “Company”), as amended by Amendment No. 1 to Schedule TO filed on July 14,
2009, as amended by Amendment No. 2 to Schedule TO filed on August 7, 2009, as
amended by Amendment No. 3 to Schedule TO filed on August 20, 2009, as amended
by Amendment No. 4 to Schedule TO filed on August 21, 2009, as amended by
Amendment No. 5 to Schedule TO filed on September 23, 2009, as amended by
Amendment No. 6 to Schedule TO filed on September 24, 2009 and as amended by
Amendment No. 7 to Schedule TO filed on October 7, 2009.
The
information in the Offer to Purchase for Cash is incorporated into this Final
Amendment by reference in response to all of the applicable items in the
Schedule TO, except that such information is hereby amended and supplemented to
the extent specifically provided herein.
Item 11.
Additional Information
Item
11(b) of the Schedule TO is hereby amended and supplemented by inserting the
following:
The Offer
to Purchase for Cash expired at 12 midnight New York City time on October 20,
2009.
Pursuant
to the Offer to Purchase for Cash, 154,834 shares of Convertible Preferred
Stock, par value $0.05 per share (the “Preferred Stock”) were tendered pursuant
to the Tender Offer. There are currently 542 holders of record of
Preferred Stock. The Company continues as an SEC reporting company
because there are currently more than 300 holders of record of Preferred
Stock.
The
Company will promptly pay an aggregate of approximately $193,543 to those
stockholders that tendered their shares of Preferred Stock pursuant to the Offer
to Purchase for Cash.
SIGNATURES
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
COLONIAL
COMMERCIAL CORP.
Dated:
October 26, 2009
By: /s/ William
Pagano
Name:
William Pagano
Title:
Chief Executive Officer