SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
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): February 3, 2006
----------
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
NOT APPLICABLE
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
COMMAND SECURITY CORPORATION
FORM 8-K/A
CURRENT REPORT
TABLE OF CONTENTS
Page
----
Item 1.01 Entry into a Material Definitive Agreement........................3
Item 9.01 Exhibits..........................................................3
Signature.....................................................................4
2
Item 1.01. Entry into a Material Definitive Agreement.
On February 3, 2006, the Company entered into an agreement with Jericho
State Capital Consulting LLC ("Jericho"), in conncection with the introduction
by Jericho to the Company of Giuliani Security & Safety LLC ("Giuliani
Security"). As previously announced, the Company and Giuliani Security recently
entered into an agreement (the "Giuliani Agreement") for Giuliani Security to
provide a broad range of guidance and assistance to the Company to help grow its
business in the areas of security, crisis management, fire and life safety and
counterterrorism.
In consideration of the introduction by Jericho to the Company of
Giuliani Security, the Company granted to Jericho a warrant that entitles
Jericho to purchase an aggregate of three hundred fifty thousand (350,000)
shares of the Company's common stock, par value $0.0001 per share ("Common
Stock"), at a price of $2.00 per share (subject to adjustment as provided in
such warrant). This warrant vested in full upon the execution and delivery of
the Giuliani Agreement by the parties thereto. Further, in the event that the
Giuliani Agreement is extended for an additional one-year period following the
initial 12-month term thereof (the "Initial Term") or the Company and Giuliani
Security otherwise enter into another commercial relationship following the
Initial Term under another agreement with a term of at least 12 months following
the Initial Term, then, commencing on the first anniversary of the Giuliani
Agreement, the Company has agreed to grant Jericho an additional warrant to
purchase one hundred fifty thousand shares (150,000) of Common Stock at a price
of $2.00 per share (subject to adjustment as provided in such warrant). The
shares of Common Stock underlying these warrants are entitled to certain
"piggyback" registration rights pursuant to a customary Registration Rights
Agreement. The Company also agreed to pay Jericho a fee of $90,000 for ongoing
consulting and advisory services, which fee will continue on a monthly basis so
long as the Company's agreement with Giuliani Security has been extended after
the initial one-year term, up to a maximum of 31 months from the initial
execution date of the Giuliani Agreement in January 2006 (or provide for
payments in the aggregate of more than an additional $135,000), after which time
all payment obligations of the Company to Jericho thereunder shall terminate).
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
10.4 Agreement between Command Security Corporation and Jericho
State Capital Consulting LLC, dated February 3, 2006.
3
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: February 8, 2006
COMMAND SECURITY CORPORATION
By: /s/ Barry Regenstein
------------------------------
Name: Barry Regenstein
Title: President and
Chief Financial Officer
4