Post-effective Amendment to an S-8 Filing (s-8 Pos)
23 February 2019 - 8:25AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 22, 2019
Registration No. 33-58318
Registration No. 33-66958
Registration No.
33-71274
Registration No. 333-134682
Registration No. 333-185631
Registration No. 333-221321
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 33-58318
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 33-66958
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-71274
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-134682
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-185631
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-221321
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
COMMAND
SECURITY CORPORATION
(Exact
name of registrant as specified in its charter)
New
York
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14-1626307
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(State
or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S.
Employer
Identification
No.)
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512
Herndon Parkway, Suite A
Herndon,
Virginia 20170
(703)
464-4735
(Address
of Principal Executive Office and Zip Code)
1990
STOCK OPTION PLAN
WARRANT
AGREEMENTS DATED MAY 15, 1992 TO KEY EMPLOYEES AND DIRECTORS
WARRANT
AGREEMENTS DATED APRIL 8, 1991 TO KEY EMPLOYEES
NON-QUALIFIED
STOCK OPTION AGREEMENT AND CERTIFICATE TO A KEY EMPLOYEE
WARRANT
DATED AS OF DECEMBER 2, 1992 ISSUED PURSUANT TO A CONSULTING AGREEMENT
WARRANT
DATED JULY 29, 1993 ISSUED PURSUANT TO A CONSULTING AGREEMENT
AGREEMENT
FOR CONSULTING SERVICES
2000
STOCK OPTION PLAN OF COMMAND SECURITY CORPORATION
COMMAND
SECURITY CORPORATION 2005 STOCK INCENTIVE PLAN
EMPLOYMENT
AGREEMENT OF BARRY I. REGENSTEIN
COMMAND
SECURITY CORPORATION AMENDED AND RESTATED 2009 OMNIBUS EQUITY INCENTIVE PLAN
(Full
Title of the Plan(s))
N.
Paul Brost
512
Herndon Parkway, Suite A
Herndon,
Virginia 20170
(Name
and Address of Agent for Service)
(703)
464-4735
(Telephone
Number, including Area Code, of Agent for Service)
Copy
to:
David
A. Sakowitz, Esq.
Winston
& Strawn LLP
200
Park Avenue
New
York, New York 10166
(212)
294-6700
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”):
Large
accelerated filer
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[ ]
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Non-accelerated
filer
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[ ]
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Accelerated
filer
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[ ]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial or accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Exchange Act of 1934 (the “Securities Act”). [ ]
DEREGISTRATION
OF SHARES
This
Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to the following Registration Statements on Form S-8
(collectively, the “Registration Statements”) is being filed to deregister all shares of common stock, par value $0.0001
per share (the “Common Shares”), of Command Security Corporation (the “Company”) that had been registered
and remain unsold under the Registration Statements (note that the share numbers listed below do not take into account corporate
actions, such as stock splits, taken in the interim):
●
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Registration
Statement No. 33-58318 registering 820,000 Common Shares for the 1990 Stock Option Plan, the Warrant Agreements dated May
15, 1992 to Key Employees and Directors, the Warrant Agreements dated April 8, 1991 to Key Employees, the Non-Qualified Stock
Option Agreement dated as of July 19, 1990 and the Certificate to a Key Employee and the Warrant dated as of December 2, 1992
issued pursuant to a Consulting Agreement.
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●
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Registration
Statement No. 33-66958 registering 95,000 Common Shares for the Warrant dated July 29, 1993 issued pursuant to a Consulting
Agreement.
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●
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Registration
Statement No. 33-71274 registering 30,000 Common Shares for the Agreement for Consulting Services.
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●
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Registration
Statement No. 333-134682 registering 2,000,000 Common Shares for the 2000 Stock Option Plan of Command Security Corporation,
the Command Security Corporation 2005 Stock Incentive Plan and the Employment Agreement of Barry I. Regenstein, dated August
30, 2004.
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●
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Registration
Statement No. 333-185631 registering 2,250,000 Common Shares for the Command Security Corporation Amended and Restated 2009
Omnibus Equity Incentive Plan (the “2009 Plan”).
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●
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Registration
Statement No. 333-221321 registering 1,750,000 Common Shares for the 2009 Plan.
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On
September 18, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prosegur
SIS (USA) Inc., a Delaware corporation (“Parent”), and Crescent Merger Sub, Inc., a New York corporation and a wholly
owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub was merged with and into the Company (the
“Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent. The Merger became
effective on February 21, 2019, upon the filing of the certificate of merger with the Secretary of State of the State of New York.
As
a result of the Merger, the Company has terminated all offerings of its securities pursuant to the Registration Statements. In
accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration, by means
of a Post-Effective Amendment, any securities that had been registered but remain unsold at the termination of the offering, the
Company hereby removes from registration all shares of Common Stock of the Company registered under the Registration Statements
that remain unsold as of the date of this Post-Effective Amendment.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Herndon, State of Virginia,
on this 22nd day of February, 2019.
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COMMAND SECURITY CORPORATION
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By:
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/s/
N. Paul Brost
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N.
Paul Brost
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Chief
Financial Officer
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(Principal
Financial and Accounting Officer)
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No
other person is required to sign this Amendment to the Registration Statements in reliance on Rule 478 under the Securities Act
of 1933, as amended.
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