Attached files
| file | filename |
|---|---|
| EX-99.1 - COMMAND SECURITY CORP | v198199_ex99-1.htm |
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
Date of
Report (Date of earliest event reported): October 1,
2010
COMMAND
SECURITY CORPORATION
(Exact
name of registrant as specified in its charter)
|
New
York
|
0-18684
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14-1626307
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
employer
identification
no.)
|
|
Lexington
Park
Lagrangeville,
New York
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12540
|
|
|
(Address
of principal executive offices)
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(Zip
code)
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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):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
As announced by the Company on September
8, 2010, Robert S. Ellin resigned as a member of the Command Security
Corporation’s (the “Company”) board of directors (the “Board”) and as a member of all committees of
the Board on September 6, 2010. On October 1, 2010, the Company
received a letter (the “Letter”) from the Staff (the “Staff”) of The NYSE Amex LLC (the
“Exchange”), which notified the Company that the
Company is no longer in compliance with the following sections of the NYSE Amex
Company Guide (the “Company
Guide”):
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|
·
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Section
802(a) in that the Company no longer has a majority of independent
directors on its Board (three of the Company’s six directors are
independent);
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|
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·
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Section
802(d) in that the two classes of the Board are not of approximately equal
size (Class I has four members and Class II has two members);
and
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·
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Section
803(B)(2)(a) in that the Company only has two members on its audit
committee.
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The Staff
has stated that the Company will have until March 7, 2011 to regain compliance
with the foregoing deficiencies. In setting this deadline for
compliance, Staff has determined not to apply the follow-up procedures specified
in Section 1009 of the Company Guide. However, the Letter constitutes
a warning pursuant to Section 1009(a)(i) of the Company Guide and notice of
failure to satisfy a continued listing standard.
The
nominating committee of the Board has been searching for a suitable candidate to
serve on the Board and the audit committee of the Board, to fill the vacancy on
the Board and the audit committee that was caused by Mr. Ellin’s resignation on
September 6, 2010. The nominating committee has advised the Board
that it has met with a number of qualified candidates, and that it expects that
its search for an additional independent Board member will be completed
shortly. Based on the advice of the Board’s nominating
committee, the Company believes that it will appoint a new independent member of
the Board to fill the vacancies on the Board and the audit committee of the
Board well before the March 7, 2011 date specified by the Staff for compliance,
although no assurance can be given in this regard.
A copy of
the press release announcing the Letter, which is filed as Exhibit 99.1 to this
Current Report on Form 8-K, is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits
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Exhibit No.
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Description
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99.1
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Press
Release dated October 5, 2010 announcing the letter dated
October 1, 2010 from the Staff of the NYSE Amex LLC to the
Company.
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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:
October 5, 2010
| COMMAND SECURITY CORPORATION | |||
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By:
|
/s/ Barry Regenstein | ||
| Name: Barry Regenstein | |||
| Title: President and Chief Financial Officer | |||
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