Schedule 13D Amendment No. 11
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A)
AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Amendment
No. 11
Command
Security Corporation
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
20050L100
(CUSIP
Number)
Strategic
Turnaround Equity Partners, LP
Bruce
Galloway
Gary
Herman
c/o
Galloway Capital Management, LLC
720
5TH
Avenue
New
York,
NY, 10019
(212)-247-0581
(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
November
12, 2005
(Date
of
Event which Requires Filing
of
this
Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
SCHEDULE
13D
CUSIP
No. 20050L100
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce
Galloway
2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
x
(b) r
3) SEC
USE ONLY
5) CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) r
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7. SOLE
VOTING POWER
1,043,809
|
|
8. SHARE
VOTING POWER
125,000
|
|
9. SOLE
DISPOSITIVE POWER
1,043,809
|
|
10. SHARED
DISPOSITIVE POWER
125,000
|
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,168,809
(1)
12)CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES r
13)PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
14)TYPE
OF REPORTING PERSON
IN
(1)
Includes 599,828 shares of Common Stock held by Bruce Galloway, IRA, 33,600
shares of Common Stock held on behalf of Mr. Galloway’s children, 100,000 shares
of Common Stock held by Strategic Turnaround Equity Partners, LP (“STEP”) and
25,000 shares of Common Stock held in an account jointly controlled by Bruce
Galloway and Gary Herman. Mr.
Galloway is a managing member and the majority equity holder of Galloway
Capital Management, LLC. Galloway Capital Management, LLC is
the
general partner of STEP. Mr.
Galloway disclaims beneficial ownership of the shares of Common Stock directly
beneficially owned by STEP (except for (i) the indirect interests of Mr.
Galloway by virtue of being a member of Galloway Capital Management, LLC, and
(ii) the indirect interests of Mr. Galloway by virtue of being a limited partner
of STEP).
SCHEDULE
13D
CUSIP
No. 20050L100
1)
NAME
OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Strategic Turnaround Equity Partners, LP
2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
r
3) SEC
USE ONLY
4) SOURCE
OF FUNDS OO
5) CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TOITEMS 2(d)
OR
2(e) r
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7)
SOLE VOTING POWER
0
|
|
8)
SHARE VOTING POWER
100,000
|
|
9)
SOLE DISPOSITIVE POWER
0
|
|
10)
SHARED DISPOSITIVE POWER
100,000
|
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES r
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14)
TYPE OF REPORTING PERSON
OO
SCHEDULE
13D
CUSIP
No. 20050L100
1)
NAME
OF REPORTING PERSON
S.S.
OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary
Herman
2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)
r
4) SOURCE
OF FUNDS OO
5) CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR
2(e) o
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7)
SOLE VOTING POWER
53,000
|
|
8)
SHARE VOTING POWER
157,000
|
|
9)
SOLE DISPOSITIVE POWER
53,000
|
|
10)
SHARED DISPOSITIVE POWER
157,000
|
11)
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
210,000
(3)
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES r
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.94%
14) TYPE
OF REPORTING PERSON
IN
(3)
Includes 32,000 shares of Common Stock held by FBR, Inc., a New York
corporation, 100,000 shares of Common Stock held by Strategic Turnaround Equity
Partners, LP (“STEP”) and 25,000 shares of Common Stock held in an account
jointly controlled by Messrs Galloway and Herman. Mr. Herman is an officer
of
FBR, Inc. which has authorized Mr. Herman to vote and dispose of the shares
of
Common Stock held by FBR, Inc. Mr.
Herman is a managing member of Galloway
Capital Management, LLC. Galloway Capital Management, LLC is
the
general partner of STEP. Mr.
Herman disclaims beneficial ownership of the shares of Common Stock directly
beneficially owned by STEP (except for the indirect interests of Mr. Herman
by
virtue of being a member of Galloway Capital Management, LLC).
This
Amendment is being filed on behalf of Mr. Bruce Galloway, an individual
investor, Strategic Turnaround Equity Partners, LP (“STEP”) and Gary Herman, an
individual investor, with respect to the common stock, par value $0.0001
per
share (“Common Stock”), of Command Security Corporation, a New York corporation
(the “Company”). This Amendment is being filed to reflect the distribution by
Galloway Capital Management, LLC (“Galloway Capital”) to Bruce Galloway of all
warrants (“Warrants”) relating to shares of Common Stock, with the exception of
48,000 Warrants distributed to Gary Herman, a Managing Member of Galloway
Capital and 32,000 warrants distributed to FBR, Inc., a New York corporation,
of
which Gary Herman is an officer and the contribution to STEP by Mr. Galloway
of
100,000 shares of Common Stock.
Item
1. Security and Issuer.
The
class
of equity securities to which this statement relates is the Common Stock
of the
Company. The principal executive offices of the Company are located at Route
55,
Lexington Park, Lagrangeville, NY, 12540.
Item
2. Identity and Background.
(a)
- (c)
This statement is being filed by Mr. Bruce Galloway, an individual investor,
Strategic Turnaround Equity Partners, LP (“STEP”), a Delaware limited
partnership and Gary Herman, an individual investor (collectively, the
“Reporting Persons”), each of whose principal place of business is c/o Galloway
Capital Management, LLC, 720 5th
Avenue,
New York, NY, 10019.
(d)
- (e)
None of the Reporting Persons has, during the last five years, been convicted
in
a criminal proceeding (excluding traffic violations and similar misdemeanors)
or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
(f)
Messrs. Galloway and Herman are each a United States citizen and STEP is
a
limited partnership formed under the laws of the State of Delaware.
Item
3. Source and Amount of Funds or Other Consideration.
Galloway
Capital distributed the warrants relating to shares of Common Stock pursuant
to
an agreement between Galloway Capital and Messrs Galloway and Herman. Subsequent
to the exercise of such warrants by Mr. Galloway, Mr. Galloway contributed
100,000 shares of Common Stock to STEP.
Item
4. Purpose of Transaction.
Galloway
Capital has distributed all its warrants relating to shares of Common Stock
to
Bruce Galloway, with the exception of 48,000 Warrants distributed to Gary
Herman, a Managing Member of Galloway Capital and 32,000 warrants distributed
to
FBR, Inc., a New York corporation, of which Gary Herman is an officer.
Subsequent to the exercise of such warrants by Mr. Galloway, Mr. Galloway
contributed 100,000 shares of Common Stock to STEP
Item
5. Interest in Securities of the Issuer.
(a)
As of
the date hereof, Mr. Galloway may be deemed to beneficially own an aggregate
of
1,168,809 shares of Common Stock, representing approximately 10.6% of the
outstanding shares of Common Stock. This includes 599,828 shares of Common
Stock
held by Bruce Galloway, IRA, 33,600 shares of Common Stock held on behalf
of Mr.
Galloway’s children, 100,000 shares of Common Stock held by STEP and 25,000
shares of Common Stock held in an account jointly controlled by Messrs Galloway
and Herman. Mr.
Galloway is a managing member and the majority equity holder of Galloway
Capital. Galloway Capital is
the
general partner of STEP. Mr.
Galloway disclaims beneficial ownership of the shares of Common Stock directly
beneficially owned by STEP (except for (i) the indirect interests of Mr.
Galloway by virtue of being a member of Galloway Capital, and (ii) the indirect
interests of Mr. Galloway by virtue of being a limited partner of STEP).
Mr.
Galloway disclaims beneficial ownership of the shares of Common Stock directly
beneficially owned by Galloway Capital (except for the indirect interest
of Mr.
Galloway by virtue of being a member of Galloway Capital).
As
of the
date hereof, STEP may be deemed to beneficially own 100,000 shares of Common
Stock, representing approximately 0.9% of the outstanding shares of Common
Stock.
As
of the
date hereof, Mr. Herman may be deemed to beneficially own an aggregate of
210,000 shares of Common Stock, representing 1.94% of the outstanding shares
of
Common Stock. This includes 32,000 shares of Common Stock held by FBR, Inc.,
a
New York corporation, 100,000 shares of Common Stock held by STEP and 25,000
shares of Common Stock held in an account jointly controlled by Messrs Galloway
and Herman. Mr. Herman is an officer of FBR, Inc. which has authorized Mr.
Herman to vote and dispose of the shares of Common Stock held by FBR, Inc.
Mr.
Herman is a managing member of Galloway
Capital. Galloway Capital is
the
general partner of STEP. Mr.
Herman disclaims beneficial ownership of the shares of Common Stock directly
beneficially owned by STEP (except for the indirect interests of Mr. Herman
by
virtue of being a member of Galloway Capital).
(b)
As of
the date hereof, Mr. Galloway has sole voting power over 1,043,809 shares
of
Common Stock and sole power to dispose of 1,043,809 shares of Common
Stock.
As
of the
date hereof, STEP has shared voting power over 100,000 shares of Common Stock
and has shared power to dispose of 100,000 shares of Common Stock.
As
of the
date hereof, Mr. Herman has sole voting power over 53,000 shares of Common
Stock
and has sole power to dispose of 53,000 shares of Common Stock.
(c)
Except as described above, the Reporting Persons have not effected any
transaction in shares of Common Stock during the 60 days preceding the
date
hereof.
(d)
Not
applicable.
(e)
Not
applicable.
Item
6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
Not
applicable.
Item
7. Material to be Filed as Exhibits.
Exhibit
A: Joint Filing Agreement
SIGNATURES
After
reasonable inquiry and to the best knowledge and belief of the undersigned,
the
undersigned certifies that the information set forth in this statement is
true,
complete and correct.
Dated:
January 31, 2006
/s/
Bruce
Galloway
Name: Bruce
Galloway
Strategic
Turnaround Equity Partners, LP
By: /s/
Gary
Herman
Name: Gary
Herman
Title: Managing
Member of Galloway
Capital Management, LLC, the General Partner of Strategic
Turnaround Equity Partners, LP
/s/
Gary
Herman
Name:
Gary Herman
Exhibit
A
Agreement
of Joint Filing
Pursuant
to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended, the undersigned persons hereby agree to file with the Securities
and
Exchange Commission the Statement on Schedule 13D (the “Statement”)
to
which this Agreement is attached as an exhibit, and agree that such Statement,
as so filed, is filed on behalf of each of them.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: January
31, 2006
Strategic
Turnaround
Equity Partners, LP
By:
/s/
Gary
Herman
Name:
Gary Herman
Title: Managing
Member of Galloway
Capital
Management, LLC, the
General
Partner of Strategic
Turnaround
Equity Partners, LP
/s/
Bruce
Galloway
Name:
Bruce Galloway
/s/
Gary
Herman
Name:
Gary Herman