SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 27, 2004
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COMMAND SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
New York 0-18684 14-1626307
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
Lexington Park
Lagrangeville, New York 12540
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (845) 454-3703
COMMAND SECURITY CORPORATION
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
Page
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Item 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal
Officers.........................................................3
Item 9.01 Exhibits.........................................................3
Signature....................................................................4
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Preliminary Note
The purpose of this Form 8-K/A is to amend the Form 8-K previously filed by
Command Security Corporation ("Command") on August 27, 2004 to include the
employment agreement between Command and Barry I. Regenstein, Command's
Executive Vice President and Chief Operating Officer which was finalized on
December 9, 2004.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(c)(3) On December 9, 2004, Command and Mr. Regenstein finalized Mr.
Regenstein's employment agreement with Command (the "Employment Agreement").
Under the Employment Agreement, Mr. Regenstein will serve as Command's Executive
Vice President and Chief Operating Officer until September 7, 2007. The term of
the Employment Agreement will be automatically extended for successive one-year
periods unless either party provides to the other party notice 60 days prior to
such date, or any anniversary thereof, that the notifying party does not wish to
renew the Employment Agreement. During the term of the Employment Agreement, Mr.
Regenstein will receive an annual salary of $250,000 (the "Base Salary") and an
annual bonus as determined in accordance with the terms of any incentive plan
Command may have in effect from time to time, based on the attainment of
performance targets established by Command's Compensation Committee. Mr.
Regenstein is also entitled to participate in other benefit plans that Command
may have in effect from time to time.
Upon termination of the Employment Agreement by Command without Cause (as
defined in the Employment Agreement) or resignation by Mr. Regenstein with Good
Reason (as defined in the Employment Agreement), Mr. Regenstein will be
entitled to, among other things, continued payment of the Base Salary for six
months (in the case where such termination or resignation occurs prior to March
1, 2005) or twelve months (in the case where such termination or resignation
occurs after March 1, 2005). Further, Mr. Regenstein will have 180 days after
the date of such termination or resignation to exercise any vested stock options
or other vested rights to acquire capital stock of Command. Finally, if any such
termination or resignation occurs within the two-year period following a Change
in Control (as defined in the Employment Agreement), all outstanding stock
options, restricted stock and other equity-based awards granted to Mr.
Regenstein will fully vest and all options not yet exercisable will become
exercisable as of such date.
The foregoing description is a summary of all material terms and conditions of
the Employment Agreement. However, this description does not purport to describe
each and every term, condition, qualification or definition set forth in the
Employment Agreement. You should refer to the full text of the Employment
Agreement to view all of the terms thereof, a copy of which is included as an
Exhibit to this Form 8-K/A.
Item 9.01. Exhibits.
(c)
Exhibit No. Description
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10.1 Employment Agreement by and between Command and Barry I.
Regenstein, dated August 30, 2004.
99.1 Press Release, dated August 30, 2004 (previously filed with
the 8-K filed on August 27, 2004).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Command Security Corporation has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: December 15, 2004
COMMAND SECURITY CORPORATION
By: /s/ Barry Regenstein
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Name: Barry Regenstein
Title: Chief Financial Officer
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