SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
June 11, 2004
(Date of earliest event reported)
Command Security Corporation
(Exact name of registrant as specified in its charter)
New York 0-18684 14-1626307
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Lexington Park, Lagrangeville, New York 12540
(Address of principal executive offices) (Zip Code)
(845) 454-3703
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Item 1-Item 4. Not Applicable.
Item 5. Other Events.
As reported by the Company in its 8-K filed on April 9, 2004, Command
President and CEO William C. Vassell filed a complaint in the United States
District Court Southern District of New York (Case No. 04 Civ. 2657 (CM) ECF
CASE) seeking a determination that Mr. Vassell's right of first refusal under
the Shareholder Agreement between Reliance Security Group, plc ("Reliance"),
Mr. Vassell and Command (filed as Exhibit 99.19 of the Form 8-K filed
September 27, 2000 [and incorporated herein by reference],) was violated by
Reliance.
As reported by Reliance Security Group, plc ("Reliance") in its 8-K
Amendment No. 3 to Schedule 13D filed April 28, 2004, Reliance entered into a
stock purchase agreement, dated as of April 23, 2004, with GCM Security
Partners, LLC ("GCM") (filed as an exhibit to such 8-K [and hereby
incorporated by reference]), for the sale of all Reliance's shares and
warrants in Command (the "Reliance Shares") for an aggregate purchase price
of $2,850,000 (the "Stock Purchase Agreement"). Reliance and GCM subsequently
informed the Company that the closing of the sale occurred on May 21, 2004.
On June 1, 2004, Mr. Vassell filed an Amended Complaint in the above
matter. The Amended Complaint seeks to add GCM as a defendant and requests
that the court preliminarily and permanently enjoin Command from registering
the transfer of Reliance Shares to GCM. GCM filed an answer to the Amended
Complaint on June 8, 2004 asserting affirmative defenses and counterclaiming
against Mr. Vassell and Command board members Gregory Miller and Peter Nekos.
On June 9, 2004 the court issued a Scheduling Order calling for the
parties to file motions for summary judgment to be argued at a hearing on
June 17, 2004. The Scheduling Order states that the court expects to rule at
or immediately following the June 17 hearing. In light of the anticipated
expedited disposition of the claims before the court the Company will await
the court's ruling before taking any action with regard to the Reliance/GCM
transaction. Accordingly, the Company has not made a determination that a
change of control has occurred and will refrain from stating so until the
litigation is resolved.
Item 6. Not Applicable.
Item 7. Not Applicable.
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 thereunto duly authorized.
Command Security Corporation
By: /s/ Gordon Robinett
-----------------------
Gordon Robinett
Chief Financial Officer
Date: June 11, 2004