Attached files
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| 8-K - COMMAND SECURITY CORP | v198199_8k.htm |
NEWS
RELEASE
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Company Contact:
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Barry
Regenstein, President
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Command
Security Corporation
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845-454-3703
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COMMAND SECURITY
CORPORATION
COMPANY NEWS
Lagrangeville,
New York***October 5, 2010***Command Security
Corporation (NYSE Amex: MOC) As announced by Command Security Corporation
(the “Company”) on September 8, 2010, Robert S. Ellin resigned as a member of
the Company's board of directors and as a member of all committees of the board
on September 6, 2010. On October 1, 2010, the Company received a letter
from the Staff of The NYSE Amex LLC, which notified the Company that it is no
longer in compliance with the majority board independence and audit committee
composition requirements of the NYSE Amex Company Guide (the “Company Guide”),
in that (1) the Company no longer has a majority of independent directors on its
board (three of the Company’s six directors are independent); (2) the two
classes of the board are not of approximately equal size (Class I has four
members and Class II has two members); and (3) the Company only has two members
on its audit committee.
The NYSE
Amex 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, the 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.
Barry I.
Regenstein, President and Chief Financial Officer of the Company stated: “The
nominating committee of our board of directors has been actively searching for a
suitable candidate to serve on our board and on the audit committee,
to fill the vacancy on the board and such committee that was created by Mr.
Ellin’s resignation on September 6, 2010. The nominating committee has
advised our 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 nominating committee,
we believe that we will appoint a new independent member of the board to fill
the vacancies on the board and on the audit committee, well before the March 7,
2011 date specified by the NYSE Amex Staff for compliance, although no assurance
can be given in this regard.”
About Command Security
Corporation
Command
Security Corporation provides uniformed security
officers, aviation security services and support security services to
commercial, financial, industrial, aviation and governmental customers
throughout the United States. We safeguard against theft, fraud,
fire, intrusion, vandalism and the many other threats that our customers are
facing today. By partnering with each customer, we design programs
customized to meet their specific security needs and address their particular
concerns. We bring years of expertise, including sophisticated
systems for hiring, training, supervision and oversight, backed by cutting-edge
technology, to every situation that our customers face involving
security. Our mission is to enable our customers to operate their
businesses without disruption or loss, and to create safe environments for their
employees. For more information concerning our company, please refer
to our website at www.commandsecurity.com.
Forward-Looking
Statements
This
announcement by Command Security Corporation (referred to herein as the
“Company”) contains forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, Section 21E of the Securities Exchange Act of
1934, and within the meaning of the Private Securities Litigation Reform Act of
1995 about the Company that are based on management’s assumptions, expectations
and projections about the Company. Such forward-looking statements by
their nature involve a degree of risk and uncertainty. The Company
cautions that actual results of the Company could differ materially from those
projected in the forward-looking statements as a result of various factors,
including but not limited to the factors described under the heading “Risk
Factors” in the Company’s most recent Annual Report on Form 10-K for the fiscal
year ended March 31, 2010, filed with the Securities and Exchange Commission,
and such other risks disclosed from time to time in the Company’s periodic and
other reports filed with the Securities and Exchange Commission. You
should consider the areas of risk described above in connection with any
forward-looking statements that may be made by the Company. The
Company undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or
otherwise. You are advised, however, to consult any additional
disclosures the Company makes in proxy statements, quarterly reports on Form
10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with the
Securities and Exchange Commission, which are publicly available at the
Securities and Exchange Commission’s website at www.sec.gov/edgar.shtml.