UNITED STATES

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, 2012

 

COMMAND SECURITY CORPORATION

(Exact name of registrant as specified in its charter) 

 

New York

(State or other jurisdiction

of incorporation)

001-33525

(Commission

File Number)

 

14-1626307

(I.R.S. Employer

Identification No.)

 

 

1133 Route 55, Suite D

Lagrangeville, New York

(Address of principal executive offices)

 

12540

(Zip Code)

 

 

(845) 454-3703

(Registrant’s telephone number, including area code)

 

 

N/A

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Departure of Certain Officers.

 

On October 3, 2012, Command Security Corporation (the “Company”) announced the resignation of Martin C. Blake, Jr. as Director and Chief Operating Officer, effective October 1, 2012. Mr. Blake will receive severance benefits in accordance with his existing employment agreement previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.

 

(c) Appointment of Certain Officers.

 

On October 3, 2012, the Company announced the appointment of Scott Landry as the Company’s Vice President for Operations. Mr. Landry’s appointment will become effective immediately on his employment start date of October 15, 2012. Prior to joining the Company, Mr. Landry, age 47, served as Executive Strategy Advisor for FedEx Services Inc. in Memphis, Tennessee from December 2011 until September 2012. In addition, from January 2009 until December 2011, he served as Managing Director for Highland Growth Partners, LLC, an independent management consulting firm. Previously, Mr. Landry served as Senior Vice President for operations and business development for Brink’s Inc., an international security and cash services company from May 2005 until December 2008. Mr. Landry has also served as a business strategy consultant with Booz Allen Hamilton Inc. and L.E.K Consulting Group LLC. Mr. Landry is a combat veteran, a graduate of the U.S. Military Academy and received his MBA from Harvard University.

 

Pursuant to the terms of an employment offer letter dated October 1, 2012 (the “Landry Employment Agreement”), Mr. Landry’s initial annual base salary will be $175,000. Mr. Landry is also eligible to receive an annual bonus of up to 30% of his annual base salary, payable at the discretion of the Company’s Board of Directors (the “Annual Bonus”). Additionally, if and when it becomes available, Mr. Landry will be granted stock options with a target of 25% of his annual base salary, to be determined by the Board of Directors. Upon termination, Mr. Landry is eligible to receive a severance payment of twelve (12) months pay.

 

The foregoing description of the Landry Employment Agreement is a summary of the material terms of the Landry Employment Agreement and is qualified in its entirety by reference to the Landry Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 
 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

  Exhibit No.   Description
  10.1   Landry Employment Offer Letter dated October 1, 2012
  99.1   Press Release dated October 3, 2012.

 

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  COMMAND SECURITY CORPORATION
     
     
Dated: October 4, 2012 By:   /s/ Barry Regenstein
  Name: Barry Regenstein
  Title: President and Chief Financial Officer
           

 
 

 

Exhibit Index

 

Exhibit No.   Description
10.1   Landry Employment Offer Letter dated October 1, 2012
99.1   Press Release dated October 3, 2012.

 

 

 

 

Exhibit 10.1

  Corporate Office
  P.O. Box 340
  1133 Rt. 55
  Lagrangeville, NY 12540
  TEL 845-454-3703
  Fax 845-454-0075

 

October 1, 2012

 

Scott Landry

1175 Willow Bend Cove

Colliersville, Tennessee 38017

 

Dear Scott:

 

Command Security Corporation (the “Company”) is pleased to offer you full-time employment as Vice President of Operations, commencing on or before October 15, 2012 (“Employment Date”), on the following terms and conditions. Our offer is contingent upon satisfactory results from all Company pre-employment background checks. Your offer is contingent upon your representation to the Company that you are not bound by any type of agreement that would restrict your ability to work for the Company as Vice President of Operations, and that you have not misappropriated any of your previous employer’s confidential business information for the benefit of the Company.

 

Compensation from Employment Position:

 

You will serve as Vice President of Operations, reporting to the Chief Executive Officer (“CEO”). Your duties and responsibilities as Vice President of Operations include, but are not limited to, assisting in the management of operations and implementation of policies and procedures, and setting goals, monitoring work, and evaluating results to ensure that departmental and organizational objectives and operating requirements are being met.

 

Base Salary:

 

Your base salary is $175,000, annualized, paid in accordance with the Company’s payroll practices.

 

 
 

Exhibit 10.1

 

Discretionary Performance Bonus:

 

You will be eligible to receive a discretionary performance bonus up to thirty percent (30 %) of your base salary. Cash portions of your bonus, if any, will be paid to you when approved by the Board of Directors if you are actively employed by the Company at the time such bonuses are due to be paid. The Company reserves all rights in determining bonuses, including whether a bonus is to be paid. If applicable, the discretionary performance bonus for Fiscal Year 2013 will be prorated to reflect the actual period of your employment with the Company during Fiscal Year 2013.

 

Stock Options:

 

If and when it becomes available, you will be granted a tiered package of stock options with a target of twenty-five percent of your base salary.

 

Relocation:

 

The Company agrees, upon submission of appropriate documentation, to reimburse or pay an amount not to exceed $50,000 for expenses incurred in moving your household goods, brokers fees paid in connection with the sale of your principle residence, and similar expenses directly related to your relocation in connection with accepting employment with the Company. If you resign within one year of this Agreement, you agree to reimburse the Company for all relocation expenses paid to you under this provision.

 

Withholding Taxes:

 

All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

 

No Fixed Term:

 

Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company.

 

Termination:

 

If the Company terminates you without cause, upon execution of a general release in the form and substance acceptable to the Company, you shall receive a severance payment of twelve (12) months pay. Additionally, if the Company terminates you without cause, all outstanding stock options, restricted stock and other equity-based awards granted to you but which have not vested as of the date of termination shall become fully vested, and all options not yet exercisable shall become exercisable.

 

In the event that there is change of control, whereby fifty-one percent (51%) or more of the Company is acquired by another party, you will be entitled to participate in any change in control benefits that are available to executive Company management in accordance with the same terms that apply to any single, group of and/or all Company executive managers.

 

 
 

Exhibit 10.1

 

Insurance and Benefits:

 

You will be entitled to participate in the Company sponsored benefit plans according to the terms and conditions of each plan or program.

 

You will also be subject to the terms of the Company’s Employee Manual.

 

Non-Competition Agreement Company’s Employee Manual:

 

Last, as a condition of employment, you will be required to enter into the enclosed post employment restrictive covenant.

 

This employment offer will remain available until October 1, 2012, so kindly sign and return a copy of this letter accepting the terms no later than that date.

We look forward to having you on our senior leadership team.

 

Sincerely,

 

Command Security Corporation

 

/s/ Craig P. Coy

 

Craig P. Coy

Chief Executive Officer

 

 

 

I have read and accept the terms in this employment offer:

 

/ s/ Scott Landry ______________________

Signature of Scott Landry

 

Dated: October 1, 2012 ________________

 

 

Exhibit 99.1

 

NEWS RELEASE

 

Company Contact:  
Barry Regenstein, President  
Command Security Corporation  
845-454-3703  
   

COMMAND SECURITY ANNOUNCES EXECUTIVE CHANGES

 

Lagrangeville, New York***October 3, 2012***Command Security Corporation (NYSE MKT: MOC) (the “Company”) announced the resignation of Martin C. Blake, Jr. as Director and Chief Operating Officer, effective October 1, 2012. Mr. Blake began working at the Company in 1995 following his retirement from the U.S. Air Force as a Major.

 

In addition, the Company is pleased to announce the appointment of Scott Landry as the Company’s Vice President for Operations effective as of October 15, 2012. Mr. Landry will report directly to the Chief Executive Officer and will assist him in the management of operations and implementation of policies and procedures, and setting goals, monitoring work and evaluating results to ensure departmental and organizational objectives and operating requirements are being met. Mr. Landry is a combat veteran, graduate of the U.S. Military Academy and received an MBA from Harvard University. Most recently, he served as the Executive Strategy Advisor for FedEx Services Inc. in Memphis, TN. In addition, he served as an SVP for operations and business development for Brink’s Inc. an international security and cash services company, as well as a business strategy consultant with Booz Allen Hamilton, LEK and Highland Partners LLC.

 

Chief Executive Officer Craig P. Coy said, “The Company recognizes the long service and many accomplishments Mr. Blake leaves as his legacy. At the same time, we are very excited to have Mr. Landry join our executive team. His record of service to our nation, his outstanding academic achievement and his operational experience brings a new approach and renewed energy to our organization.”

 

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, 2012, 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.