SEC Info - Command Security Corp - ‘S-3/A’ on 8/22/96

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Command Security Corp – ‘S-3/A’ on 8/22/96

As of: Thursday, 8/22/96 · Accession #: 912057-96-18534 · File #: 33-75336

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/22/96  Command Security Corp             S-3/A                  3:84K                                    Merrill Corp/FA

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement     39    164K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            
 2: EX-23.1     Consent of Experts or Counsel                          1      5K 
 3: EX-23.2     Consent of Experts or Counsel                          1      5K

S-3/A — Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Information Available Information Barry Shares Company, The Competition Conversion Shares Exhibits and Financial Statement Schedules Experts Indemnification of Directors and Officers Krosney Shares Krosney Warrant McVey Shares Mehlich Shares NSL Shares Other Expenses of Issuance and Distribution PP-1 Shares PP-2 Shares PP-3 Shares Reg D Shares Restated Financial Statements Risk Factors Risk of Change of Ownership Risk of Rescission Damages Sale of Shares Saunders Warrant Schreier Warrant Selling Stockholders The Company Transfer Agent Undertakings Use of Proceeds Vigilante Warrant
1	1st Page - Filing Submission
6	Available Information
7	Risk Factors
8	Risk of Rescission Damages
9	Restated Financial Statements
"	Risk of Change of Ownership
13	Competition
16	The Company
18	Use of Proceeds
19	Selling Stockholders
24	Mehlich Shares
25	Krosney Shares
"	Krosney Warrant
"	Saunders Warrant
"	Schreier Warrant
26	Barry Shares
"	Vigilante Warrant
"	NSL Shares
"	McVey Shares
"	Conversion Shares
27	PP-1 Shares
"	PP-2 Shares
"	PP-3 Shares
"	Reg D Shares
31	Sale of Shares
"	Transfer Agent
32	Experts
"	Additional Information
35	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
36	Item 16. Exhibits and Financial Statement Schedules
"	Item 17. Undertakings

S-3/A 1st Page of 39 TOC ↑Top Previous Next ↓Bottom Just 1st
 
As filed with the Securities and Exchange Commission
 on _________ 1996

                                                   Registration No. 33-75336
                                                                    --------
 _________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC  20549

POST-EFFECTIVE AMENDMENT ON FORM S-3
 AMENDING FORM S-1

Registration Statement
 Under
The Securities Act of 1933

COMMAND SECURITY CORPORATION
----------------------------
(Exact name of registrant as specified in charter)

New York                 7393                               14-1626307          
-------------            ---------------                    ------------        
(State or other          (Standard Industrial               (IRS Employer       
jurisdiction of         Classification Code                I.D. Number)       
incorporation)          Number)                                               

Route 55
Lexington Park
Lagrangeville, New York  12540
(914) 454-3703
------------------------------
(Address, including zip code and telephone number, including area code, of      
registrant's principal executive offices)                                       

William C. Vassell
 Chairman of the Board
Command Security Corporation
Route 55, Lexington Park
Lagrangeville, New York  12540
(914) 454-3703
------------------------------
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

Please send copies of all communications to:
David J. Pollitzer, Esq.
Herzog, Engstrom & Koplovitz, P.C.
99 Pine Street
 Albany, New York  12207
(518) 465-7581

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     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.                

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, please check the following box [X]                                        

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the Registration Statement shall become     
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

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COMMAND SECURITY CORPORATION

4,538,432 Shares of Common Stock Offered by the Selling Stockholders 1,620,000  
   Shares of Common Stock Offered by Selling Stockholders Upon
   the Exercise of Certain Warrants 906,100 Shares of Common
  Stock Offered by Selling Stockholders Upon
Conversion of Preferred Stock 

   This Prospectus relates to the resale of the following securities for the
account of selling security holders: (i) 2,000,000 shares (the "Unit Shares")   
issued by Command Security Corporation ("the Company") in a 1993 private        
offering, (ii) 800,000 shares (the "Unit Warrant Shares") underlying warrants   
issued by the Company in a 1993 private offering, (iii) 2,538,432 shares (the   
"Reg D Shares") issued by the Company in various other private offerings        
including 950,002 shares issued in February, 1995 in reliance on Regulation D   
("Reg D") promulgated under the Securities Act of 1933, as amended (the "Act"), 
and 1,137,506 shares issued in reliance on Regulation S ("Reg S") promulgated   
under the Act, (iv) 820,000 shares to be issued upon the exercise of warrants or
options granted by the Company in various other private offerings (the "Warrant 
Shares") and (v) 906,100 Shares (the "Conversion Shares") to be issued upon the 
conversion of the Company's Series A Convertible Preferred Stock (the "Series A 
Preferred Stock"), all of which shares (the "Registrable Shares") being the     
Common Stock of the Company, par value $.0001 per share (the "Common Stock" or  
"Shares") to be offered by the holders thereof (the "Selling Stockholders")     
named under "Selling Stockholders".  Registrable Shares may be sold from time to
time in transactions (which may include block transactions) on the NASDAQ-      
SmallCap Market in negotiated transactions, or by a combination of such methods 
of sale at fixed prices which may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at          
negotiated prices.  The Selling Stockholders may effect such transactions by    
selling Registrable Shares to or through broker-dealers, and such broker-dealers
may receive compensation in the form of discounts, concessions or commissions   
from the Selling Stockholders and/or the purchasers of Registrable Shares for   
whom such broker-dealers may act as agent or to whom they sell as principal or  
both (which compensation as to a particular broker-dealer might be in excess of 
customary commissions).  The Company's agreement to maintain the effectiveness  
of this registration statement will terminate upon the earlier of (1) the date  
all of the Unit Shares, Unit Warrant Shares and Reg D Shares are sold by the    
Selling Stockholders; (ii) the date the holders of Unit Shares, Unit Warrant    
Shares and Reg D Shares are eligible to receive an opinion of counsel that all  
of their Registrable Shares offered hereby have become saleable under Rule      
144(k) of the Act; or (iii) the third anniversary of the effective date of the  
Registration Statement, but in no event less than 90 days.  See "SELLING        
STOCKHOLDERS" and "SALE OF SHARES."                                             

     None of the proceeds from the sale of the Registrable Shares by the Selling
Stockholders will be received by the Company.  The Company will receive the     
exercise price upon exercise of the warrants pursuant to which Shares may be    
issued and upon the conversion of the Series A Preferred Stock.  Only the resale
of the Shares to be issued upon such exercise or conversion is covered by this  
Prospectus.  The Company has generally agreed to bear all expenses (other than  
underwriting discounts and selling commissions and fee or other out-of-pocket   
expenses incurred by the Selling Stockholders) in connection with the           
registration and sale of the Registrable Shares.                                

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Expenses to be paid by the Company are estimated to be $211,000.  The Company   
has agreed to indemnify certain Selling Stockholders against specified          
liabilities, including liabilities under the Securities Act of 1933, as amended 
(the "Act").  See "SALE OF SHARES."                                             

    The Shares are listed on the NASDAQ-SmallCap Market under the symbol CMMD.

Sales by Selling Stockholders cannot be determined since price to the 
public may be the market price prevailing at the time of sale, a price related  
to such market price or a negotiated price.  The last reported sales price of   
the Company's Common Stock on the NASDAQ-SmallCap Market on _________, 1996, was
$_______ per Share.                                                             

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.  SEE "RISK FACTORS", BEGINNING  
AT PAGE 7.                                                                      

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY 
OF THIS PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

The date of this Prospectus is ____________, 1996.

This Prospectus relates to the resale by Selling Stockholders of the  
Registrable Shares which are defined above and described in greater detail      
below.                                                                          

(1)  On October 27, 1993, the Company completed a private placement of
1,600,000 units (the "Units") at $2.50 per Unit pursuant to Section 4(2) of the 
Act and Rule 506 thereunder.  Each Unit consisted of one Share and one three-   
year redeemable warrant to purchase one-half Share exercisable at $3.50 for each
full Share (the "Unit Warrants").  The following securities are being registered
in connection with that private placement:  (i) 2,000,000 Shares included in the
Units (the "Unit Shares") (400,000 of which were issued due to a delay in       
obtaining effectiveness of the registration statement covering the Unit Shares);
(ii) 800,000 Shares underlying the Unit Warrants exercisable at $3.50 per share;
and (iii)  160,000 Shares underlying a Warrant to purchase Shares at $2.50 per  
Share granted to Sands Brothers & Company, Ltd. as placement agent ("Sands      
Brothers") for the Private Placement.  Sands Brothers transferred Warrants to   
purchase 95,610 of the 160,000 shares to certain of its employees, consultants  
and others, leaving Sands Brothers with a Warrant to purchase 64,390 shares (the
"Sands Warrant").  The Warrants to purchase the remaining 95,610 Shares are     
referred to herein as the "Sands Employee Warrants"); and                       

  (2)  150,000 Shares (the "Krosney Shares") and up to 300,000 Shares (the
"Krosney Warrant Shares") issuable upon exercise of an option at $2.375 per     
Share, hereinafter referred to as a warrant (the "Krosney Warrant") to purchase 
Shares, held in escrow by Clifford J. Ingber, Esq., for the benefit of the      
Company and Robert M. Krosney, Jr. ("Krosney") in accordance with the           
Consultant's Agreement dated November 1, 1993; and                              

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   (3)  105,000 Shares (the "Mehlich Shares") issued to certain stockholders
(26,250 to each of William O. Mehlich, Astrid Mehlich, Robert Mehlich and the   
Estate of May C. Mehlich (the "Mehlich's")) who acquired their shares from      
William C. Vassell in January, 1992; and                                        

 (4)  35,000 Shares underlying a warrant to purchase Shares at $3.00 per
Share granted to Sands Brothers in accordance with the Consulting Agreement     
dated as of September 12, 1994 between the Company and Sands Brothers (the      
"Sands Consulting Agreement").  Said warrant has been allocated as follows:     
7,000 to Sands Brothers (the "Sands Consulting Warrant"), 7,000 to Lloyd H.     
Saunders, III (the "Saunders Warrant"); and 21,000 Shares to W. Terrance        
Schreier (the "Schreier Warrant"); and                                          

(5)  62,500 Shares issued to Joseph Barry (the "Barry Shares") in     
connection with the acquisition of certain security guard assets; and           

(6)  25,000 Shares underlying the Warrant (the "Vigilante Warrant") to
purchase Shares at $3.625 per Share granted to Thomas J. and Elizabeth T.       
Vigilante in connection with the acquisition of certain security guard assets;  
and                                                                             

    (7)  20,513 Shares (the "McVey Shares") issued to James and Beatrice McVey
in connection with the acquisition of certain security guard assets; and        

    (8)  On February 24, 1995, the Company completed private placements of its
securities in connection with financing of working capital requirements and the 
acquisition of substantially all of the assets of United Security Group Inc.    
The following securities are being registered in connection with the private    
placements:  (i)  131,506 Shares (the "PP-1 Shares") issued in reliance  on     
Regulations S ("Reg. S") promulgated under the Act, (ii) 750,000 Shares (the    
"PP-2 Shares") in reliance on Reg S, (iii) 256,000 Shares (the "PP-3 Shares")   
issued in reliance on Reg S, (iv) 950,002 Reg D Shares issued in reliance on Reg
D promulgated under the Act, (v) 906,100 Conversion Shares issuable upon the    
conversion of 9,061 Shares of Series A Preferred Stock, (vi) 50,000 shares of   
Common Stock issuable upon the exercise of a warrant to purchase Shares at $2.10
granted to CIT Group/Credit Finance, Inc. ("CIT") as partial compensation for a 
revolving line of credit (the "CIT Warrant") and (vii) 250,000 Shares underlying
a warrant to purchase shares at $2-7/32 issued to Sands Brothers as partial     
compensation for acting as placement agent in the offerings.  Sands Brothers    
transferred Warrants to purchase 149,390 of the 250,000 shares to certain of its
employees, consultants and others, leaving Sands Brothers with a Warrant to     
purchase 100,610 shares (the "Sands Placement Warrant").  The Warrants to       
purchase the 149,390 shares are referred to herein as the "Sands Employee II    
Warrants"; and                                                                  

   (9)  112,911 Shares issued in the name of NSL Shareholder Trust (the "NSL
Shares") in connection with the acquisition of certain security guard assets of 
National Security, Ltd.                                                         

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 AVAILABLE INFORMATION

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files   
reports and other information with the Securities and Exchange Commission (the  
"Commission").  Reports, proxy and information statements and other information 
filed by the Company can be inspected and copied at the public reference        
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,   
Washington, D.C. 20549; Midwest Regional Center, Citicorp Center, 500 West      
Madison Street, Suite 1400, Chicago, Illinois  60661; and Northeast Regional    
Center, 7 World Trade Center, Suite 1300, New York, New York 10248.  Copies of  
such material can be obtained from the Public Reference Section of the          
Commission, Washington, D.C. 20549 at prescribed rates.  Such reports, proxy and
information statements and other information regarding the Company can also     
inspected and copied at the NASDAQ-SmallCap Market, 1735 K Street, N.W.,        
Washington, D.C. 20006.                                                         

 The Company files electronically with the Commission and the Commission
maintains a Web Site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the       
Commission.  The address of such Web Site is http://www.sec.gov.                

 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company with the Commission are  
incorporated by reference in this Prospectus and made a part hereof.            

  (i)  Annual Report on Form 10-K for the fiscal year ended March 31, 1996
(the "1996 10-K").                                          

(ii)      Quarterly Report on Form 10-Q for the quarter ended June 30,
1996.                                             

 (iii)     Definitive Proxy Statement dated September 26, 1996, filed in
connection with the Company's 1995 Annual         
Meeting of Stockholders.                          

(iv)      Current Report on Form 8-K dated April 16, 1996.            

  (v)       The description of the Company's Common Stock contained in the
               Company's  Registration Statement on Form S-1, effective November
9, 1995 (File No. 33-75336)                       

    All documents filed by the Company pursuant to section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the    
termination of the offering shall be incorporated by reference into this        
Prospectus and shall be deemed to be a part of this Prospectus from the date of 
filing of such documents.  Any statement contained in the document incorporated 
by reference will be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this Prospectus or in any other            
subsequently filed document which also is or                                    

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is deemed to be incorporated by reference modifies or supersedes such statement.
Any statements so modified or superseded shall not be deemed in its unmodified  
form to constitute a part of the Prospectus.                                    

     The Company will provide upon request without charge to each person to whom
a copy of this Prospectus has been delivered, upon written or oral request of   
such person, a copy of any and all of the information that has been incorporated
by reference in this Prospectus other than certain exhibits to such documents.  
Requests for such copies should be directed to: H. Richard Dickinson, Command   
Security Corporation, 386 Park Avenue South, New York, New York 10016, (212)    
689-6565.                                                                       

RISK FACTORS

This section is a discussion of the principal factors that make the   
offering of the Shares speculative and one of a high degree of risk.  Risk      
factors include, but are not necessarily limited to, the risk factors described 
below.  Each prospective investor should carefully consider the following risk  
factors inherent in and affecting the business of the Company and this offering 
before making an investment decision.                                           

Prior-Year Losses and Current Defaults                                          

As described in "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL    
CONDITION AND RESULTS OF OPERATIONS" and Notes 2 to the audited financial       
statements of the Company for the fiscal years ended March 31, 1996 and 1995 in 
the 1996 10-K (the "Year-End Financial Statements"), the Company incurred net   
losses of $2,983,823 and $2,727,102 respectively, for the years ended March 31, 
1995 and 1994.  The Company had working capital deficits on March 31, 1995 and  
1994 of $531,602 and $772,143.  Although the Company's financial condition and  
results of operations for the fiscal year ended March 31, 1996, and for the     
quarter ended June 30, 1996, have improved substantially over the prior year,   
the Company is in default on certain of its debt covenants (which defaults have 
been waived by the lenders as a basis for acceleration of the respective debts);
and, as described in Notes 13 and 18 of the Year-End Financial Statements, there
is potential litigation and a contingent liability for which the outcomes are   
uncertain.  The Company's continuation is dependent on the forbearance of its   
lenders and its ability to continue to obtain adequate financing, to maintain   
profitability from its operations and to favorably resolve the contingent       
liability and litigation. Management's plans in regard to these matters are     
described in "Liquidity and Capital Resources" and in Note 2 to the Year-End    
Financial Statements and include reductions in operating and administrative     
staffs, limitations on professional fees, consolidation of office locations and 
more aggressive marketing activities.  The majority of the expense reductions   
are being implemented and should favorably impact the operating results of the  
Company in future periods.  The Company sold its Boston branch office to a      
service company client for a cash payment of $75,000 and a three year note of   
$80,000.  The Company has also been aggressively pursuing collection of overdue 
accounts receivable and taking other such steps to meet its working capital     
requirements. See "--Risk of Rescission Damages", "--Risk of Material Pending   

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Litigation" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS in the 1996 10-K.")                                       

Risk of Lack of Liquidity                                                       

 The Company relies primarily on its Commercial Revolving Loan Agreement
with CIT under which borrowings may be made in amounts up to 82.5% of eligible  
accounts receivable, but in no event more than $10.0 million.  At June 30, 1996,
the Company had borrowed approximately $5.2 million, representing approximately 
57% of the Company's accounts receivable (after allowance for bad debts) and    
100% of its borrowing capacity.  Availability, based on eligible accounts       
receivable, fluctuates materially from day to day due to changes in the status  
of the factors used to determine eligibility such as billing, payments and aging
of accounts receivable.  In the event the Company's revolving loan arrangement  
with CIT does not provide adequate working capital to fund its operations, the  
Company may be unable to fund its operating costs including, but not limited to,
its payroll obligations to its security guards.  The Company's continuation is  
dependent upon its ability to fund operations with the CIT or an alternate      
revolving credit line and the lack of funds therefrom may cause the Company to  
terminate operations. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL    
CONDITION AND RESULTS OF OPERATIONS -- Liquidity and Resources" in              
the 1996 10-K.                                                                  

Risk of Rescission Damages                                                      

     The Private Placement Memorandum issued in connection with the 1993 Private
Placement and the interim financial reports for the first three quarters in the 
fiscal years ended March 31, 1994 and 1995, filed by the Company contained      
financial information which has since been restated.  See "-- Restated Financial
Statements."  It is possible that the purchasers of Units pursuant to the 1993  
offering and the purchasers of Shares in connection with the offerings that were
consummated in February 1995, may make a claim for, among other things,         
rescission of their investment, which totaledtotalled $4.0 million in the 1993  
offering and approximately $4.16 million in the 1995 offerings, plus interest,  
alleging, in each case, as the basis, the above-mentioned restatements.  Other  
causes of action against the Company based on federal and/or state securities   
laws are also possible.  Additional expenditures in the form of damages and     
fees, if any, are not quantifiable.  No such claims have been made against the  
Company to date.  If the Company were to become involved in litigation arising  
from these circumstances, the Company's results of operations and financial     
condition may be materially adversely affected due to the drain on cash and     
management resources.  See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL   
CONDITION AND RESULTS OF OPERATIONS--Liquidity and Capital Resources" in the    
1996 10-K.                                                                      

Risk of Default on Debt Financing                                               

In order to provide cash flow for operations, the Company relies      
substantially on its $10.0 million secured revolving line of credit from CIT and
a $1.5 million subordinated term loan (the "Subordinated Debt") from Deltec     
Development Corporation ("Deltec") both of which are secured by the Company's   
assets, including its accounts receivable and the accounts receivable obtained  
from certain service contract clients. This financing arrangement with CIT and  
the Subordinated                                                                

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Debt are evidenced by various loan documents under which the lenders can demand 
full payment under the respective obligations if the Company is in default under
the loan documents.  The Company is in default of certain non-financial         
covenants in the CIT and Deltec loan documents for which it has received waivers
of acceleration effective, generally, through April 1, 1997.  These defaults    
primarily consist of:  non-payment on a $500,000 note payable in March 1995 and 
a $500,000 note payable on October, 1995 to ISS International Service System,   
Inc. ("ISS") (see "--Risk of Change of Ownership"), an $85,000 note to Mr.      
Vassell with a balance of $42,500; and the Company's failure to submit certain  
financial statements and officer's certificates to CIT and Deltec within the    
requisite time periods.                                                         

     If CIT or Deltec demand payment of the outstanding indebtedness at any time
when such waivers are not in effect and when the Company does not have          
sufficient funds to satisfy the debt, the lenders would have the right to       
foreclose upon the collateral.  Foreclosure would have a material adverse effect
upon the results of operations and financial condition of the Company by        
virtually eliminating the Company's source of funding operations and payroll    
obligations.  This would result in a cessation of operations and if not resolved
shortly, the liquidation of the Company.  It is likely that the Shareholders    
would lose their entire investment in the Company if it were liquidated unless  
management were successful in selling all or a substantial part of the Company's
assets, primarily its client list.  The likelihood and results of such a sale   
are not possible to measure at this time.  See "MANAGEMENT'S DISCUSSION AND     
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--Liquidity and Capital
Resources" in the 1996 10-K.                                                    

Restated Financial Statements                                                   

The Company has restated its financial statements for the years ended 
March 31, 1993 and 1992 as well as the reports filed for the first three        
quarters of the fiscal years ended March 31, 1994 and 1995.  The general effect 
of these changes on the Company's financial condition was to restate net income 
(loss) for the years ended March 31, 1993 and 1992 from $4,970 and $588,031, as 
originally reported to ($315,469) and $114,102, respectively.  The financial    
statements have been amended to reflect a change in the method of revenue       
recognition in connection with certain service company-related transactions and 
the exclusion of service company revenue and expenses in the Company's financial
statements.  The interim financial statements for fiscal year ended March 31,   
1994, have also been amended to reflect these changes.  Furthermore, the interim
financial statements for fiscal year ended March 31, 1995 have been amended     
primarily to reflect the accrual of certain union health benefits incurred in   
connection with the ISS acquisition.  The general effect of these changes on the
Company's financial condition was to restate net income (loss) for the quarters 
ended June 30, 1994, September 30, 1994 and December 31, 1994 from $29,862,     
$50,263 and ($178,109), as previously reported to ($137,118), ($28,470) and     
($389,763), respectively.  See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF         
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" in the 1996 10-K.                

Risk of Change of Ownership                                                     

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     According to a Schedule 13D filed by William C. Vassell with the Commission
on or about January 10, 1994, Mr. Vassell has pledged to ISS, and  placed in    
escrow, 510,000 of his Shares in connection with the Company's acquisition of   
certain security guard assets from ISS.  Mr. Vassell pledged said Shares as     
additional collateral to secure the Company's promissory notes (the "ISS Notes")
to ISS originally for $1.75 million, the balance of the purchase price of the   
ISS security guard assets.  The number of Shares subject to the pledge is       
subject to adjustment quarterly so that the value of the pledged stock equals   
120% of the amount next due on the Notes.  Mr. Vassell may be requested to      
pledge the balance of his Shares in accordance with the ISS Agreement.  In July,
1994, the acquisition price for ISS and the ISS Notes were adjusted downward by 
$750,000.  The $1.0 million balance was due in installments of $500,000 on      
March 31, 1995 and $500,000 on October 27, 1995.  The Company is in default on  
both payments and believes that it has claims against ISS which substantially   
offset the payment due.                                                         

    Upon a default under the ISS Agreement, ISS is entitled to the transfer of
so much of the pledged stock as is equal in value to the amount due under the   
Note next coming due.  Under the Notes, ISS may be entitled to receive up to    
$1.0 million of Mr. Vassell's stock (or approximately ________ Shares based on  
the average of the closing price of the Company's Shares of ____ on August __,  
1996).  ISS has not exercised its right to foreclose on the pledged shares.     
See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS--Liquidity and Capital Resources" in the 1996 10-K.                  

   In the event the pledged shares were delivered to ISS in foreclosure, Mr.
Vassell's influence over the Company's business could be diminished.  However,  
Mr. Vassell would remain the Chairman of the Board.  See "SECURITY OWNERSHIP OF 
CERTAIN BENEFICIAL OWNERS AND MANGEMENT--Change in Ownership" in the 1996 10-K. 

Risk of Change of Control                                                       

   On February 24, 1995 the Company acquired substantially all of the assets
of  United.  See "BUSINESS--Significant Recent  Acquisition."  The Company      
financed the acquisition partly with the proceeds of a private offering of the  
Company's securities under Reg D.  Sands Brothers acted as placement agent in   
connection with such offering and required, pursuant to the private placement   
agreement that, among other things, the size of the Company's Board be increased
to eight members.  In conjunction therewith, all of the Company's directors     
entered into a Shareholders Voting Agreement described below.                   

The Shareholders Voting Agreement was executed on March 8, 1995.  It  
provides that each person then on the Board will (i) vote all shares            
beneficially owned by him ("his Shares") for the election to directorships of   
each of the other members of the Board, (ii) refrain from voting any of his     
Shares for any action that would result in the increase or decrease of the      
number of positions on the Board or for the removal, without cause, of any      
member of the Board, and (iii) in the event of death, resignation or removal of 
any director, vote all of his Shares in favor of the election of the person     
designated as replacement in accordance with the Shareholders Voting Agreement. 

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     Simultaneously with the execution of the Shareholders Voting Agreement, all
of the persons then on the Board signed a Unanimous Written Consent which       
provides for them to designate certain members of the Board as replacements for 
any current director upon death, resignation, removal or inability to serve.    
Messrs. Vassell, Nekos, Miller and Robinett were given the authority to nominate
their replacements; Messrs. Goldsborough (a former director), Sands and Saunders
were given the authority to nominate their replacements; and Mr. Kikis was given
the authority to nominate his replacement.  The Board members agreed that their 
respective nominees of any replacements could be provided at a later date.      
Effective as of May 1, 1995, Mr. Goldsborough left the employ of the Company to 
pursue other interests.  H. Richard Dickinson, the Company's Chief Financial    
Officer, has been named as Mr. Goldsborough's replacement as director and is    
party to the Shareholders Voting Agreement.  The Board has not determined a     
replacement for Mr. Goldsborough as Chief Executive Officer.  See  "DIRECTORS   
AND OFFICERS OF THE REGISTRANT" in the 1996 10-K.                               

  The directors beneficially own or control up to approximately 22% of the
Company's Common Stock (excluding shares covered by unexercised warrants and    
options). Under the Shareholders Voting Agreement, the parties thereto have     
significant control and influence over the Company and Mr. Vassell's control and
influence over the Company may be diminished.  If the Shareholders Voting       
Agreement is followed, the current directors or their nominees may remain as    
such for an indefinite period of time. See  "DIRECTORS AND OFFICERS OF THE      
REGISTRANT" in the 1996 10-K.                                                   

Material Pending Litigation                                                     

The nature of the security guard business subjects participants in the
industry to claimants seeking damages for personal injuries and/or property     
damage suffered as a result of the alleged negligence or wrongful acts of       
security guards.  Accordingly, the Company currently maintains general liability
insurance in the amount of $1.0 million per occurrence and $2.0 million in the  
aggregate. In addition the Company has obtained excess liability coverage of $25
million in the aggregate.  The Company retains the risk for the first $50,000   
per occurrence.  Management believes this coverage is suitable and at a level   
customary for the industry for a business of its size.                          

  Although such liability insurance currently is and historically has been
readily obtainable, there can be no assurance that it will continue to be       
available and that there will not be a material increase in the insurance       
premiums quoted to the Company.  There could be a material adverse effect on the
results of operations and financial condition of the Company if the Company is  
required to pay substantially higher insurance premiums, or if in the future it 
elects to self insure and thereafter is forced to bear significant legal defense
costs or damage claims which otherwise would have been covered by insurance.    

    The Company has been named as a defendant in several lawsuits, including a
claim for $12 million for injuries allegedly sustained by the plaintiffs as a   
result of an attack by a Company guard and a counterclaim for an unspecified    
amount by a former service company client that the Company sued for non-payment.
Those which are deemed by management to be material are discussed under         

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the heading "LEGAL PROCEEDINGS" herein.  The Company could suffer material      
adverse affects on its results of operations and financial condition if it is   
required to pay any of the claims in excess of insurance coverage.  Certain     
claims are in excess of the Company's insurance coverage.   See "LEGAL          
PROCEEDINGS" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION   
AND RESULTS OF OPERATIONS--Ongoing Litigation" in the 1996 10-K.                

Risk of Expansion                                                               

 The Company's growth strategy has focused on the acquisition of "stand-
alone" companies with annual revenue of $25 million or more and on "fold-in"    
acquisitions of smaller firms.  The success of these acquisitions will be       
contingent upon the Company's ability to fund the initial capital needs of the  
acquired company and to assimilate its operations into the Company's systems and
programs.  The funding of the capital needs of previously acquired companies,   
primarily payroll, has come from expanded use of available credit lines or the  
creation of new credit based on the accounts receivable to be generated by the  
new business.                                                                   

The Company has relied upon the sophistication and expertise of the   
management of newly acquired businesses in certain instances.  In addition, the 
Company must attract and retain qualified personnel at all levels of operations 
and maintain required levels of quality control for services offered to its     
clients.  Unless the Company is able to realize consolidation savings and to    
manage expanded operations in a profitable and efficient manner, the Company's  
results of operations and financial condition may be adversely affected.        

    As a result of the Company's anticipated growth, the Company will employ a
significantly larger number of employees and the Company's management and       
personnel will be subject to greater demands which could result in a decline in 
the Company's operating efficiency and service to its clients.  The Company's   
exposure to claims may be statistically increased due to increased activity.    
The Company's present management personnel are believed to be capable of        
handling the Company's expanded operations due to the recent acquisitions.      
However, there can be no assurance that the present management team will be     
successful in this respect and any such failure may have an adverse impact on   
the operations and financial condition of the Company.                          

   There also can be no assurance that the Company will be successful in its
past or any future expansion efforts, that such expansion will result in        
increased profits or that the Company can obtain on affordable terms any        
additional financing which might be necessary to effect future expansion.  If   
the Company does not grow, management will focus on the elimination of certain  
growth-related expenses, particularly administrative and acquisition-related    
expenses, and will continue to operate the Company to maximize earnings based on
current revenue.  See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL        
CONDITION AND RESULTS OF OPERATIONS--Liquidity and Capital Resources" in the    
1996 10-K.                                                                      

Risk of Loss of Client Accounts                                                 

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The Company's success depends on its ability to attract and retain    
customers.  Customers can generally terminate their accounts with little        
(usually 30 days) or no notice.  Accordingly, the Company may lose or gain      
significant accounts each year.  There can be no assurance that the Company can 
retain its existing customers and add new customers as it attempts to expand its
business.                                                                       

Competition                                                                     

Competition for guard employees and customers is intense.  The Company
competes for customers based principally on price and quality of the Company's  
service.  As the Company has grown and become capable of servicing large        
businesses and governmental agencies, it has had to compete not only with       
regional and local organizations but also with much larger national firms such  
as Pinkerton's, Inc., The Wackenhut Corporation, Burns International Security   
Services and Wells Fargo Guard Services, all of which have significantly greater
financial, personnel and marketing resources and name recognition than the      
Company.  Although the Company believes it will be able to continue to compete  
on the basis of the quality of its services, personal relationships with        
customers, price and reputation, there can be no assurance that it will be able 
to maintain or improve its competitive position.  See "BUSINESS--Competition" in
the 1996 10-K.                                                                  

Risk of Noncompliance With Government Regulation                                

The Company's guard business is subject to regulation and licensing by
governmental agencies.  In New York and Connecticut, two states in which a      
substantial portion of the Company's business is currently conducted, as well as
in most other states, security guard registrations are issuable only to officers
of the guard company, not to the company itself.  Although the Company believes 
it currently holds indirectly through William C. Vassell, its Chairman of the   
Board, all required licenses to conduct its business and is in compliance with  
applicable regulations, the loss of Mr. Vassell or any of these licenses, or the
imposition of more stringent licensing or other regulatory requirements on the  
Company's activities in the states in which it conducts business, could have a  
material adverse effect on the Company's operations and financial condition.    
There can be no assurance that the Company will continue to remain in compliance
with such regulations.  In the event the Company were to lose the services of   
Mr. Vassell, the Company believes that other officers presently employed by the 
Company would be able to obtain the necessary licenses based on their experience
and qualifications.  However, as there can be no assurance that such officers   
would be so licensed or in the employ of the Company at the relevant time, the  
Company may have to hire one or more officers who hold the licenses required for
the Company to conduct its business.                                            

   The Company expects to be able to comply with the security guard laws and
regulations of the states it will be entering as a result of any expansion.  In 
the event the Company is unable to comply with the applicable laws and          
regulations of the states which it plans to enter as the result of expansion,   
its ability to expand into new markets would be restricted.  Such restrictions  
could have a material adverse affect on the Company's operations and financial  
condition, especially to the extent the Company's prospects rely on future      
growth.                                                                         

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The Company's franchising program is subject to the franchise laws and
regulations of the Federal Trade Commission and state and local governmental    
agencies and administrations.  Such laws and regulations cover various aspects  
of sales and operations and require specific disclosures and/or registration    
prior to the sale of licenses. Any violation of such laws and regulations could 
result in legal liability as well as the Company's inability to sell licenses or
to operate within the subject jurisdiction, all of which could have a material  
adverse affect on the operations and financial condition of the Company.  See   
"BUSINESS--Government Regulation" in the 1996 10-K.                             

Control by Management                                                           

    William C. Vassell, Chairman of the Board of Directors of the Company owns
961,950 Shares (14.2%) of the Company's outstanding Shares (excluding any Shares
covered by unexercised options or warrants as of the date of this offering).    
See "--Risk of Change of Ownership".  In addition Mr. Vassell owns warrants to  
purchase 525,000 Shares.  Mr. Steven B. Sands, a director, controls or shares   
control over approximately 374,000 Shares and another director, Peter T. Kikis  
owns 30,000 Shares.  In addition, according to the Schedule 13D filed with the  
Company on or about November 8, 1993, as amended on or about March 31, 1995, by 
Mr. Sands, and according to additional information provided by Mr. Sands, Mr.   
Sands and his affiliates (which include Sands Brothers) beneficially own        
warrants covering approximately 887,250 Shares.  Mr. Kikis beneficially owns    
warrants and Series A Preferred Stock convertible into Common covering          
approximately additional 52,000 Shares.  Because of the distribution of the     
Company's Shares among a substantial number of shareholders, Messrs. Vassell's, 
Sands' and Kikis' combined voting power (approximately 21%) gives them          
substantial impact on the Company's ability to determine its affairs and        
policies as well as the use of all funds available to it.                       

All Directors entered into a Shareholders Voting Agreement on March 8,
1995.  The Shareholders Voting Agreement provides that each person then on the  
Board will (i) vote all shares beneficially owned by him ("his Shares") for the 
election to directorships of each of the other members of the Board, (ii)       
refrain from voting any of his Shares for any action that would result in the   
increase or decrease of the number of positions on the Board or for the removal,
without cause, of any member of the Board, and (iii) in the event of death,     
resignation or removal of any director, vote all of his Shares in favor of the  
election of the person designated as replacement in accordance with the         
Shareholders Voting Agreement.  The Shareholders Voting Agreement shall remain  
in effect with respect to each signatorysignatore for as long as they or any    
affiliate is a shareholder of the Company.                                      

     Simultaneously with the execution of the Shareholders Voting Agreement, all
of the persons then on the Board signed a Unanimous Written Consent which       
provides for them to designate certain members of the Board as replacements for 
any current director upon death, resignation, removal or inability to serve.    
Messrs. Vassell, Nekos, Miller and Robinett were given the authority to nominate
their replacements; Messrs. Goldsborough (a former director), Sands and Saunders
were given the authority to nominate their replacements; and Mr. Kikis was given
the authority to nominate his replacement.  The Board members agreed that their 
respective nominees of any replacements could be provided at a later date.      
Effective as of May 1, 1995, Mr. Goldsborough left the employ of the Company to 
pursue other interests.  H. Richard Dickinson, the Company's Chief              

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Financial Officer and Executive Vice President, has been named as Mr.           
Goldsborough's replacement as director and is party to the Shareholders Voting  
Agreement.  The Board has not determined a replacement for Mr. Goldsborough as  
President and Chief Executive Officer.  See "MANAGEMENT".                       

The overall effect of the Shareholders Voting Agreement and Unanimous 
Written Consent is to give the members of the Board control of the Company's    
ability to determine its affairs and policies as well as the use of all funds   
available to it.  Furthermore, the agreement gives the parties to it the ability
to continue their positions on the Board for an indefinite period.              

Risk of Dilution by Issuance of Preferred Stock                                 

The Company's Certificate of Incorporation authorizes the issuance of 
1,000,000 Shares of Preferred Stock with such designations, rights and          
preferences as may be determined from time to time by the Board of Directors,   
provided a majority of the independent directors approve such issuance.  The    
Board has authorized and caused to be issued 9,061 Shares of Series A Preferred 
Stock on February 24, 1995.  The Board of Directors is empowered, without       
shareholder approval, to issue 990,939 additional shares of Preferred Stock with
dividend, liquidation, conversion, voting or other rights which could adversely 
affect the voting power or other rights of the holders of the Common Stock.  See
"DESCRIPTION OF CAPITAL STOCK--Preferred Stock.."                               

 The 9,061 shares of Series A Preferred Stock were issued as part of the
financing for the acquisition of substantially all of the assets of United      
Security Group Inc. See "BUSINESS--Significant Recent Acquisition" in the 1996  
10-K.  Each share of Series A Preferred is convertible into 100 shares of Common
Stock at $1.65 per Share.  If all such shares were converted, the owners thereof
would own 906,100 Shares, or approximately 12% of the then outstanding shares of
Common Stock.                                                                   

     As of August __, 1996, the Company had 9,847,194 Shares of its Common Stock
unissued and unreserved.  See "THE COMPANY-Outstanding Securities".             

Absence of Cash Dividends                                                       

   The Company is currently prohibited from paying dividends under the terms
of its financing from CIT.  Even if such restriction were lifted, it is unlikely
the Company will declare or pay cash dividends in the foreseeable future out of 
future earnings, if any.   The Company currently intends to retain earnings, if 
any, to fund its continued operations and expansion.                            

Shares Eligible for Future Sale                                                 

   All of the 961,950 Shares of Common Stock owned by William C. Vassell are
"restricted securities", as that term is defined under Rule 144 ("Rule 144")    
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
In general, under Rule 144 a person (or persons whose shares are aggregated) who
has satisfied a two-year holding period may under certain circumstances sell    
without registration under the Securities Act within any three-month period that

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number of Shares which does not exceed the greater of one percent of the then   
outstanding Common Stock or the average weekly trading volume of the Common     
Stock during the four calendar weeks prior to such sale.  Rule 144 also permits,
under certain circumstances, the sale of shares without any quantity limitation 
by a person who has satisfied a three-year holding period and who is not, and   
has not been for the preceding three months, an affiliate of the Company.       

 At such time as Mr. Vassell is able to sell his restricted Shares under
Rule 144, such Shares would be eligible for sale at the rate of at least        
approximately 66,000 Shares per holder (or group of aggregated persons) per     
three-month period.  The sale of a significant amount of such Shares in the     
public market over a short period could adversely affect the market price of the
Shares.                                                                         

    In addition to the Registrable Shares offered pursuant to this Prospectus,
the Company has registered for sale to the public under other registration      
statements, 1,052,500 Shares issuable upon the exercise of certain options and  
Warrants by certain directors, officers and consultants.  No prediction can be  
made as to the effect, if any, that sales of such Shares of Common Stock or the 
availability of such Shares for sale, in large blocks or otherwise, will have on
the market prices prevailing from time to time.  Nevertheless, the possibility  
that substantial amounts of Shares may be sold in the public market, or the     
actual sales of substantial amounts of Shares in the public market, likely would
have a material adverse effect on prevailing market prices for the Shares and   
could impair the Company's ability to raise capital through the sale of its     
equity securities.                                                              

Volatility of Price of Common Stock                                             

 The market price of the Company's Common Stock has been, and may in the
future be, highly volatile.  Factors such as the Company's operating results,   
general economic conditions or changes in the security guard industry could have
a significant impact on the market price of the Company's Common Stock.         
Further, in recent years, the securities markets have experienced a high level  
of price and volume volatility and the market prices of securities for many     
companies, particularly emerging growth companies, have experienced wide        
fluctuations which have not necessarily been related to the operating           
performances of such companies.  See "MARKET FOR THE REGISTRANT'S COMMON STOCK  
AND RELATED STOCKHOLDER MATTERS" in the 1996 10-K.                              

 THE COMPANY

     The Company is a corporation formed under the laws of the State of New York
on May 9, 1980.  It principally provides uniformed security services from its   
fifteen operating offices in New York, New Jersey, Illinois, California,        
Connecticut and Florida to commercial, financial, industrial, aviation and      
governmental clients in the United States. Security services include providing  
uniformed guards for access control, theft prevention, surveillance, vehicular  
and foot patrol and crowd control.  The Company employs a total of approximately
3,800 hourly guards, including those employed under security service agreements 
with other security guard companies for which the Company administers billing,  
collection and payroll ("service company clients") and approximately 75 other   
employees indirectly attributable to guard services including supervisors       

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and dispatchers.  The Company also employs approximately 75 administrative      
employees, including the executive staff.                                       

   Management believes there is heightened attention to security matters due
to the ongoing threat of criminal and terrorist activities. As a result of such 
attention, management further believes that the urban commercial centers served 
by the Company provide an opportunity for increased market participation and    
growth.                                                                         

 From 1983, when William C. Vassell, the Company's Chairman of the Board
acquired control, to June 1990, the Company expanded its business through       
internal sales efforts and by acquisitions of the customer lists of smaller     
security firms in markets the Company was already serving. In July 1990, the    
Company implemented an expansion program emphasizing growth by providing back   
office services to service company clients.                                     

This program capitalizes on the Company's proprietary computerized    
scheduling and information systems, which incorporates administrative programs  
and other data processing procedures. Pursuant to written "Service Agreements", 
the Company provides service company clients with the benefits of its           
proprietary computerized scheduling and information system and programs, as well
as its accounts receivable financing and insurance resources, for a fee equal to
a percentage of the service company clients' revenue or gross profits. Under    
these agreements, the Company's program is designed to take over the "back      
office" functions of these clients, enabling them to reduce their general and   
administrative expenses and thereby increase profitability, while also freeing  
their managers to service existing customers and to solicit new business.       

     In connection with these Service Agreements, the Company may provide to its
service company clients financial accommodations typically in the form of loans,
the repayment of which is secured by accounts receivable, customer lists,       
contracts and all other assets of the independent firm and is personally        
guaranteed by the owner(s) of the service company.                              

Changes in Board of Directors                                                   

In connection with the acquisition of United, the Company's Board of  
Directors increased its size from five members to eight members.  The new Board 
members are Peter T. Kikis, a director of the parent company of Deltec, the     
Company's Subordinated Debt lender, H. Richard Dickinson, the former chief      
financial officer of United and Lloyd H. Saunders, III, a managing director of  
Sands Brothers & Co., Ltd., the placement agent of various recent private       
issuances made by the Company.  Mr. Dickinson also became the Company's Chief   
Financial Officer and Executive Vice-President.                                 

     At the first meeting of the newly constituted Board, an Executive Committee
was appointed for the purpose of discussing strategic matters and advising      
management with respect to the direction the Company should take with respect to
such matters between Board meetings.  The Committee is comprised of Messrs.     
Vassell, Kikis and Dickinson.  Mr. Kikis has been appointed chairman of the     
Committee.                                                                      

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     The Company believes that the enhancement to the management team due to the
addition of the hands-on, independent and experienced new members of its Board, 
will help the Company realize the potential synergism of the United acquisition.

Outstanding Securities                                                          

As of August __, 1996, there were outstanding 6,764,206 Shares and    
outstanding commitments to issue 3,388,600 Shares including Shares reserved for 
issuance pursuant to the Company's Employee Stock Option Plan and other options 
and warrants and for issuance pursuant to conversion of the Series A Preferred  
Stock.  There are 9,847,194 authorized and unreserved Shares which may be issued
by the Board of Directors.                                                      

     The address of the Company's principal offices is Lexington Park, Route 55,
Lagrangeville, NY 12540 and its telephone number is (914) 454-3703.             

 USE OF PROCEEDS

The Company will not receive any cash proceeds from the resale by the 
Selling Stockholders of the Shares covered by this registration statement.  This
Prospectus does not relate to warrants or options; it relates only to the resale
of Shares to be issued upon exercise thereof.  If all of the warrants held by   
Selling Stockholders were exercised, the Company would receive gross proceeds of
approximately $7,317,638.  There can be no assurance that any of the warrants   
will be exercised. The respective exercise prices of the warrants and options   
are all in excess of the current market price of the Company's stock as of      
August __, 1996.  The Company will use any proceeds received from the exercise  
of the warrants and options for working capital and general corporate purposes, 
and may use a portion of such proceeds to repay indebtedness that may be        
outstanding at the time of exercise.  The amount and terms of the indebtedness  
that may be repaid is unknown at this time.  In addition, the Company may, if   
and when the opportunity arises, use a portion of any such proceeds, together   
with the issuance of equity or debt securities, to acquire companies which the  
Company believes are compatible with its business.                              

The above applications reflect management's current plans and may be  
changed to reflect various factors, including arrangements with other companies 
and competitive developments, some of which are beyond the control of           
management.  Pending application, any proceeds received upon the exercise of any
such securities will be temporarily invested in high-quality, interest-bearing  
securities and in other investments which the Company deems appropriate.        

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SELLING STOCKHOLDERS

 The following table shows the names of the Selling Stockholders and the
number of  Shares beneficially owned by each of them, or their nominees, as of  
September 8, 1995, except as noted herein, and the number of Shares which may be
offered pursuant to this Prospectus.  This information is based on information  
provided by the Selling Stockholders or their representatives.  Because the     
Selling Stockholders may offer all, some or none of the Shares which they hold, 
no estimate can be given as to the number of Shares or the percentage of the    
Company's outstanding Common Stock that will be held by the Selling Stockholders
upon termination of such offering.  See "SALE OF SHARES."                       

                                                        [Enlarge/Download Table]

                               Total of Shares                                  Total of           
          Selling              Beneficially     Shares                          Shares             
          Stockholders         Owned Prior      Offered for                     Beneficially       
                               to Offering      Stockholder                     Owned After        
                                                Account             Number      Offering           
                                                Shares                          (4)                
                                                                                Percentage         
          _______________      ____________     ___________      ___________    ___________        
1993 Private Placement Investors (Unit Shares and Shares underlying Unit Warrants) (1) (2)         
                                                                                                   
          Howard Anchin           17,500         17,500             -               -              
          Bradford T. Black,      17,500         17,500             -               -              
             MD                                                                                    
          David A. Bender         14,000         14,000             -               -              
          David J. Blotnik        14,000         14,000             -               -              
          Alice Blotnik           24,500         24,500             -               -              
          Edward L. Calvino       14,000         14,000             -               -              
          Dejay Corp. Profit                                                                       
             Sharing Trust        17,500         17,500             -               -              
          Anton Dal Sasso         10,500         10,500             -               -              
          Jerjis Denno and                                                                         
             Shatha Denno         24,500         24,500             -               -              
          Richard L. Denton       14,000         14,000             -               -              
          Rollin M. Dick          14,000         14,000             -               -              
          Walter Driskill         56,000         56,000             -               -              
          Sarge S. Dubinsky                                                                        
             and Gayle P.         14,000         14,000             -               -              
             Dubinsky                                                                              
          Lowell H. Dubrow        14,000         14,000             -               -              
          Charles S. Everts       14,000         14,000             -               -              

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                               Total of Shares                                         Total of    
          Selling              Beneficially       Shares                               Shares      
          Stockholders         Owned Prior        Offered for                          Beneficially
                               to Offering        Stockholder                          Owned After 
                                                  Account              Number          Offering    
                                                  Shares                               (4)         
                                                                                       Percentage  
          _______________      ____________       ___________       ___________        ___________ 
                                                                                                   
          Anthony Frascella         14,000           14,000              -                -        
          Alex Gianoplus            14,000           14,000              -                -        
          Roger Gimbel              24,500           24,500              -                -        
          R. Gray &                                                                                
             Associates,  Inc.      12,250           12,250              -                -        
          Express Enterprises       14,000           14,000              -                -        
          Jenna Partners,         122,500          122,500               -                -        
             LP(3)                                                                                 
          Jenna Partners II,                                                                       
             LP(3)                  85,750           85,750              -                -        
          Owl Partners, LP          35,000           35,000              -                -        
             (3)                                                                                   
          Richard Kaufman           14,000           14,000              -                -        
          Peter T. Kiskis (A)       42,000           42,000              -                -        
          Jack J. Kornreich         28,000           28,000              -                -        
          Sidney Kreitzer           28,000           28,000              -                -        
          Niels H. Lauersen         24,500           24,500              -                -        
          Sidney Lazard             35,000           35,000              -                -        
          The Lerner Family         24,500           24,500              -                -        
             Trust                                                                                 
          Alan Quitko               14,000           14,000              -                -        
          Irving L. Quitko          24,500           24,500              -                -        
          Robert J. Rosan           28,000           28,000              -                -        
          Anand J. Sathe            17,500           17,500              -                -        
          Steven R.                                                                                
             Schuchman              28,000           28,000              -                -        
             Revocable Trust                                                                       
          Joseph A. Simon,          35,000           35,000              -                -        
             Trust                                                                                 
          Orville N. Smith          14,000           14,000              -                -        
          Herman Spiegel            14,000           14,000              -                -        
          Richard Tauber            14,000           14,000              -                -        
          C. Kenneth White          28,000           28,000              -                -        
          Robert E. Woods           14,000           14,000              -                -        
          Simon Zunamon             24,500           24,500              -                -        

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                     Total of Shares                            Total of    
Selling              Beneficially     Shares                    Shares      
Stockholders         Owned Prior      Offered for               Beneficially
                     to Offering      Stockholder               Owned After 
                                      Account      Number       Offering    
                                      Shares                    (4)         
                                                                Percentage  
---------------      ------------     -----------  -----------  ----------- 
                                                                            
Victor Shick               10,500          10,500            -            - 
Cheryl M. Schmitz          14,000          14,000            -            - 
Ekaterini Panageas          5,250           5,250            -            - 
Constatine W.                                                               
   Vassell (B)              1,750           1,750            -            - 
Josephine Brown             1,750           1,750            -            - 
Nicholas Morris             6,125           6,125            -            - 
Cynthia Deen                1,750           1,750            -            - 
Ben Sands and                                                               
   Elinor Sands             7,000           7,000            -            - 
Marvin D. Reingold          7,000           7,000            -            - 
Katie and Adam                                                              
   Bridge Partners,                                                         
   LP (3)                 140,000         140,000            -            - 
Better Val-U               17,500          17,500            -            - 
James La Ritz              17,500          17,500            -            - 
Bill Hall & Barbara                                                         
   Hall                    35,000          35,000            -            - 
Dr. Morton Aronoff                                                          
  and Mrs. Ruth                                                             
  Aronoff                  17,500          17,500            -            - 
Byron J. Seaman            35,000          35,000            -            - 
Joel D. Preblod            35,000          35,000            -            - 
Sheila J. Ratner           17,500          17,500            -            - 
Robert Evedon and                                                           
   Barbara Evedon          10,500          10,500            -            - 
J. Sherman                                                                  
    Henderson III,                                                          
    IRA                    52,500          52,500            -            - 
J. Sherman                                                                  
   Henderson  III          17,500          17,500            -            - 
Soterios Panageas           7,000           7,000            -            - 
Betty Panageas              7,000           7,000            -            - 
Elene Panageas              5,250           5,250            -            - 
Elias Panageas              5,250           5,250            -            - 
Ronald G. Olson            35,000          35,000            -            - 


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                      Total of Shares                            Total of    
Selling               Beneficially     Shares                    Shares      
Stockholders          Owned Prior      Offered for               Beneficially
                      to Offering      Stockholder               Owned After 
                                       Account      Number       Offering    
                                       Shares                    (4)         
                                                                 Percentage  
---------------       ------------     -----------  -----------  ----------- 
                                                                             
William B. Rivkin,                                                           
   Trust                     17,500         17,500            -            - 
Gloria N. Heinen             17,500         17,500            -            - 
Mona Kalimian                70,000         70,000            -            - 
Mark Kalimian                35,000         35,000            -            - 
Sandia Investment                                                            
   Corp                      17,500         17,500            -            - 
D.S. Kinder Limited                                                          
   Partnership               17,500         17,500            -            - 
Steven Edward                                                                
   Wechsler                                                                  
   Irrevocable Trust         17,500         17,500            -            - 
Diane Gaye                                                                   
   Wechsler                                                                  
   Irrevocable Trust         17,500         17,500            -            - 
March Investment                                                             
 Limited Partnership         17,500         17,500            -            - 
Robert W. Bennie             12,250         12,250            -            - 
Edward Ramsdell                                                              
    (C)                       1,750          1,750            -            - 
Sumant A. Kumar              12,600         12,600            -            - 
Carole M. Nadar              39,900         39,900            -            - 
Leo Wiener                   14,000         14,000            -            - 
Peter J. Nekos (D)            3,500          3,500            -            - 
David Heller                  5,250          5,250            -            - 
Alex Gabay                   17,500         17,500            -            - 
Stanford Baratz              10,500         10,500            -            - 
James L. Eichler              1,750          1,750            -            - 
Thomas F. Riggio,                                                            
   Sr.                        1,750          1,750            -            - 
Eugene McDonald                                                              
   (E)                        1,750          1,750            -            - 
Warren L.. Allen             17,500         17,500            -            - 
William O. Lewis             17,500         17,500            -            - 


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                      Total of Shares                            Total of    
Selling               Beneficially     Shares                    Shares      
Stockholders          Owned Prior      Offered for               Beneficially
                      to Offering      Stockholder               Owned After 
                                       Account      Number       Offering    
                                       Shares                    (4)         
                                                                 Percentage  
---------------       ------------     -----------  -----------  ----------- 
                                                                             
Thomas J.                                                                    
   Campbell                  17,500         17,500            -            - 
Herbert S. Galkin,                                                           
   IRA                       17,500         17,500            -            - 
Bernard W.                                                                   
   Lockard                   21,000         21,000            -            - 
Salvatore Bellini            12,250         12,250            -            - 
Steve Giese                  15,750         15,750            -            - 
Edward Ameen                 21,000         21,000            -            - 
William A. Hartley           17,500         17,500            -            - 
William H.                                                                   
   McCartney                 17,500         17,500            -            - 
Murray Leifer                17,500         17,500            -            - 
Forest Creek                                                                 
   Capital  Mtg.             17,500         17,500            -            - 
Terry S. Latanich            17,500         17,500            -            - 
Bruce Kloeckner                                                              
   and  Brian                                                                
   Kloeckner                 17,500         17,500            -            - 
Siegfried Herrmann           17,500         17,500            -            - 
Maurice Dabbah               35,000         35,000            -            - 
Michael B. Landau             8,750          8,750            -            - 
Harold M. Landau                                                             
   and Miriam B.                                                             
   Landau                     8,750          8,750            -            - 
Palladin Partners I,                                                         
   LP                        35,000         35,000            -            - 
Americas Tower                                                               
   Partners                  87,500         87,500            -            - 
Jacques Dabbah               35,000         35,000            -            - 
David Tod                    10,500         10,500            -            - 
David Tod II                 43,750         43,750            -            - 
Michael R. Howe              43,750         43,750            -            - 
M.S.B. Research                                                              
   Inc.                      35,000         35,000            -            - 
Carolyn Carrano              23,975         23,975            -            - 


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                        Total of Shares                            Total of    
Selling                 Beneficially     Shares                    Shares      
Stockholders            Owned Prior      Offered for               Beneficially
                        to Offering      Stockholder               Owned After 
                                         Account      Number       Offering    
                                         Shares                    (4)         
                                                                   Percentage  
---------------         ------------     -----------  -----------  ----------- 
                                                                               
Bahram Ahlzadeh                 7,000          7,000            -            - 
Bob Kennedy and                                                                
  Vevonna Kennedy              10,500         10,500            -            - 
Bill Whitten                   17,500         17,500            -            - 
Terry Johnson                  52,500         52,500            -            - 
Larry Denburg                  21,875         21,875            -            - 
Putich Sales Inc.                                                              
   Pension Plan &                                                              
   Trust                       35,000         35,000            -            - 
Daryl Leehaug                  29,750         20,750            -            - 
George D.                                                                      
    Gregoratos and                                                             
    Mary A.                                                                    
    Gregoratos                 17,150         17,150            -            - 
Ralph D. Jones                 23,625         23,625            -            - 
Anne C.S. Mehlich               7,000          7,000            -            - 
Roger W. Schmitz                                                               
   Trust U/A  12/16/87          8,750          8,750            -            - 
Frederick M.                                                                   
   Schmitz  Trust                                                              
   U/A  12/16/87                8,750          8,750            -            - 
Michael D. Schmitz              3,500          3,500            -            - 
Wendy Williams                    875            875            -            - 
Peter Carlson                                                                  
   Mehlich                                                                     
    Irrevocable Trust           7,000          7,000            -            - 
Norman Bowling                  6,125          6,125            -            - 

MEHLICH SHARES                                                                 
William O. Mehlich             26,250         26,250            -            - 
Astrid Mehlich                 26,250         26,250            -            - 
Robert Mehlich                 26,250         26,250            -            - 
Estate of March C.                                                             
   Mehlich                     26,250         26,250            -            - 


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                      Total of Shares                            Total of    
Selling               Beneficially     Shares                    Shares      
Stockholders          Owned Prior      Offered for               Beneficially
                      to Offering      Stockholder               Owned After 
                                       Account      Number       Offering    
                                       Shares                    (4)         
                                                                 Percentage  
---------------       ------------     -----------  -----------  ----------- 
                                                                             
KROSNEY SHARES                                                               
AND KROSNEY                                                                  
WARRANTS                                                                     
Clifford J. Ingerber                                                         
   Esq. Escrow                                                               
   Agent (F) -                                                               
   Krosney Shares           150,000        150,000            -            - 

  Krosney Warrant                                                            
  Shares (s)                300,000        300,000            -            - 

SANDS WARRANTS (2)                                                           
Sands Brothers &                                                             
   Co., Ltd. (G)             64,390         64,390            -            - 

SANDS PLACEMENT                                                              
WARRANT (2)                                                                  
Sands Brothers &                                                             
    Co., Ltd. (G)           100,610        100,610            -            - 

SANDS CONSULTING                                                             
WARRANT (2)                                                                  
Sands Brothers &                                                             
   Co., Ltd. (G)              7,000          7,000            -            - 

SAUNDERS WARRANT                                                             
   (2)                                                                       
Lloyd H. Saunders,                                                           
    III (H)                   7,000          7,000            -            - 

SCHREIER WARRANT                                                             
   (2)                                                                       
W. Terrance                                                                  
   Schreier                  21,000         21,000            -            - 


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                       Total of Shares                            Total of    
Selling                Beneficially     Shares                    Shares      
Stockholders           Owned Prior      Offered for               Beneficially
                       to Offering      Stockholder               Owned After 
                                        Account      Number       Offering    
                                        Shares                    (4)         
                                                                  Percentage  
---------------        ------------     -----------  -----------  ----------- 
                                                                              
BARRY SHARES                                                                  
Joseph T. Barry (I)           62,500         62,500            -            - 

VIGILANTE WARRANT                                                             
Thomas J. and                                                                 
   Elizabeth                                                                  
   Vigilante (I)              25,000         25,000            -            - 

CIT WARRANT (2)                                                               
The CIT                                                                       
   Group/Credit                                                               
   Finance, Inc. (J)          50,000         50,000            -            - 

NSL SHARES                                                                    
NSL Shareholder                                                               
   Trust (I)                 112,911        112,911            -            - 

MCVEY SHARES                                                                  
James and Beatrice                                                            
   McVey (I)                  20,513         20,513            -            - 

CONVERSION SHARES                                                             
    (6)                                                                       
Katie and  Adam                                                               
    Bridge Partners,                                                          
    LP (3)(K)                606,100        606,100            -            - 
Peter T. Kikis (7)(A)         40,000         40,000            -            - 
Thomas P. Kikis (7)           40,000         40,000            -            - 
Arcadia, LP (7)(K)            40,000         40,000            -            - 
Arthur Byrnes (7)             20,000         20,000            -            - 
Urania Perakos (7)            40,000         40,000            -            - 
Deltec Panamerica                                                             
   Trust Co., Ltd.                                                            
   (7)(L)                    120,000        120,000            -            - 


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                       Total of Shares                            Total of    
Selling                Beneficially     Shares                    Shares      
Stockholders           Owned Prior      Offered for               Beneficially
                       to Offering      Stockholder               Owned After 
                                        Account      Number       Offering    
                                        Shares                    (4)         
                                                                  Percentage  
---------------        ------------     -----------  -----------  ----------- 
                                                                              
PP-1 SHARES                                                                   
Slane Limited                 88,028         88,028            -            - 
Gaynor Limited                43,478         43,478            -            - 

PP-2 SHARES                                                                   
AMG Capital                                                                   
   International S.A.        250,000        250,000            -            - 

TRINET                                                                        
   International                                                              
   Fund Ltd.                 250,000        250,000            -            - 
Homafar                                                                       
   Incorporated              125,000        125,000            -            - 
Gung Fu Lee                   35,000         35,000            -            - 
Alex Mitiaev                  50,000         50,000            -            - 
Emilio Aliaga                 40,000         40,000            -            - 

PP-3 SHARES                                                                   
Monarch                                                                       
   Development               100,000        100,000            -            - 
Capital International                                                         
   Limited                   100,000        100,000            -            - 
Giuseppe  Gugliotta           56,000         56,000            -            - 

REG D SHARES                                                                  

Lexus Industries of                                                           
   Georgia, LP                68,966         68,966            -            - 
Walter Driskill              250,000        250,000            -            - 
John Gutfreund                68,966         68,966            -            - 
Rosenblatt Family                                                             
   Trust                     100,000        100,000            -            - 
Sara Leifer                  172,414        172,414            -            - 
Stanford Baratz               34,483         34,483            -            - 
John Ford                     34,483         34,483            -            - 
Richard Holstein              68,966         68,966            -            - 


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                     Total of Shares                            Total of    
Selling              Beneficially     Shares                    Shares      
Stockholders         Owned Prior      Offered for               Beneficially
                     to Offering      Stockholder               Owned After 
                                      Account      Number       Offering    
                                      Shares                    (4)         
                                                                Percentage  
---------------      ------------     -----------  -----------  ----------- 
                                                                            
Leonard DeCeccis            51,724         51,724            -            - 
Lily Capital                                                                
   Appreciation                                                             
   Partners, LP                                                             
   (3)(K)                  100,000        100,000            -            - 

SANDS EMPLOYEE                                                              
   (8) WARRANTS AND                                                         
   SANDS EMPLOYEE                                                           
   WARRANTS II                                                              

Lloyd H. Saunders,                                                          
   III (H)                  82,000         82,000            -            - 
Charles Robinson             5,000          5,000            -            - 
Alan Bluestine              30,000         30,000            -            - 
John Holmes                 10,000         10,000            -            - 
Glen McKelvey                5,000          5,000            -            - 
Fiona Fahnestock             1,000          1,000            -            - 
Gary Franklin                1,000          1,000            -            - 
Seth Potter                  1,000          1,000            -            - 
Scott Franklin               7,500          7,500            -            - 
Rob Bonaventure              7,500          7,500            -            - 
Robert Zampa                 1,500          1,500            -            - 
Dmitir Borochim                200            200            -            - 
Marc Levine                    200            200            -            - 
Chris Lagana                   100            100            -            - 
Todd Cirella                   100            100            -            - 
Marie McManus                  200            200            -            - 
Richard Sands               10,000         10,000            -            - 
David Roth                   4,600          4,600            -            - 
Howard Allen                 4,600          4,600            -            - 
Peter Pak                      500            500            -            - 
Kerri Wasserman                400            400            -            - 
Peter Sarner                   100            100            -            - 
Bob Spiegel                 17,000         17,000            -            - 
Hugh Marasa                  9,000          9,000            -            - 


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                 Total of Shares                            Total of    
Selling          Beneficially     Shares                    Shares      
Stockholders     Owned Prior      Offered for               Beneficially
                 to Offering      Stockholder               Owned After 
                                  Account      Number       Offering    
                                  Shares                    (4)         
                                                            Percentage  
---------------  ------------     -----------  -----------  ----------- 
                                                                        
Susan Kellogg            5,000          5,000            -            - 
Scott Kurland            4,000          4,000            -            - 
Bob Hill                 3,500          3,500            -            - 
James Palmer             3,500          3,500            -            - 
Gordon Fallone           6,000          6,000            -            - 
Kevin Gallagher            500            500            -            - 
George Gluesner            500            500            -            - 
Rodger Wells               500            500            -            - 
Craig Bonn                 500            500            -            - 
James Dore               1,600          1,600            -            - 
Michell Lee                400            400            -            - 
Seamus Leahy               500            500            -            - 
Randy Langhamer          1,000          1,000            -            - 
James Brodie             7,000          7,000            -            - 
James Forster            1,000          1,000            -            - 
Peter Moore              1,000          1,000            -            - 
John Gutfreund          10,000         10,000            -            - 


*   Less than one percent (1%) of the Common Stock outstanding on               
September 8, 1995.                                                              

---------------------                                                           

(1)  Shares offered for the account of each of these Shareholders               
consist of the Unit Shares and Warrant Shares.                                  

(2)   Registration covers the resale of Shares to be issued  upon               
exercise of the Warrants; it does not cover the Warrants.                       

(3)   An  affiliate of or person associated with  Sands  Brothers               
with  respect to whose Shares Sands Brothers disclaims beneficial               
ownership.                                                                      

(4)   The  number of shares beneficially owned after the offering               
cannot be determined since some, all or none of the shares may be               
sold.                                                                           

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(5)   The maximum compensation due Krosney under the  Consulting                
Agreement is $300,000 worth of stock and/or warrants.   Based  on               
the  current market value of the Shares, Krosney is not  entitled               
to  receive an amount of securities equal to or exceeding  5%  of               
the issued and outstanding common stock of the Company.  Pursuant               
to  the  Escrow Agreement, the Company controls all  rights  with               
respect to the voting and disposition of the Shares.                            

(6)  Number of Shares of Common into which the Series A Preferred               
is convertible.                                                                 

(7)   Held  nominally  in  the name of  Deltec  Asset  Management               
Corporation.                                                                    

(8)  Includes Sands Employee Warrants and Sands Employee Warrants               
II  in  the  names of the current or former Sands'  employees  or               
associates listed.                                                              

(A)   Member  of  the Company's Board of Directors,  Chairman  of               
Executive   Committee   and  affiliate  of   Deltec   Development               
Corporation ("Deltec"), the subordinated debt lender.                           

(B)  Mr. William C. Vassell's father.                                           

(C)  Vice President of Operations.                                              

(D)  Member of the Company's Board of Directors.                                

(E)  Vice President of Operations.                                              

(F)  Mr. Krosney is an employee.                                                

(G)   Sands  Brothers  &  Co., Ltd. has acted  as  the  Company's               
Placement  Agent  in  connection with the two  private  placement               
offerings.  Mr. Steven Sands is a principal of Sands Brothers.                  

(H)  Mr. Saunders is a managing director of Sands Brothers.                     

(I)  Seller of security guard assets acquired by the Company.                   

(J)   Primary  senior lender pursuant to $10.0 million  revolving               
line of credit.                                                                 

(K)  Affiliate of Sands Brothers.                                               

(L)  Affiliate of subordinated lender, Deltec.                                  

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SALE OF SHARES            

The sale of Registrable Shares by the Selling Stockholders may be     
effected from time to time in transactions (which may include block             
transactions) in the over-the-counter market, in negotiated transactions, or a  
combination of such methods of sale at fixed prices which may be changed, at    
market prices prevailing at the time of sale, at prices related to such         
prevailing market prices, or at negotiated prices.  The Selling Stockholders    
may effect such transactions by selling Registrable Shares to or through        
broker-dealers, and such broker-dealers may receive compensation in the form    
of discounts, concessions or commissions from the Selling Stockholders and/or   
the purchasers of Registrable Shares for whom such broker-dealers may act as    
agent or to whom they sell as principal or both (which compensation as to a     
particular broker-dealer might be in excess of customary commissions).  Sands   
Brothers may act as broker-dealer on behalf of one or more of the Selling       
Stockholders.  The Selling Stockholders and any broker-dealers that act in      
connection with the sale of the Registrable Shares hereunder might be deemed    
to be "underwriters" within the meaning of Section 2(11) of the Act and any     
commissions received by them and any profit on the resale of Registrable        
Shares as principals might be deemed to be underwriting discounts and           
commissions under the Act.  The Company has agreed to indemnify certain of the  
Selling Stockholders against certain liabilities, including liabilities under   
the Act.                                                                        

  Pursuant to various agreements with the respective Selling Stockholders,
the Company is obligated to maintain the effectiveness of the Registration      
Statement of which this Prospectus forms a part.  Pursuant to the most          
extended obligation under these agreements, the Offering contemplated hereby    
will terminate with respect to the Registrable Shares upon the earlier of (i)   
the date that all of the Unit Shares, Unit Warrant Shares, Reg D Shares and     
Conversion Shares are sold pursuant to the Registration Statement, (ii) the     
date the holders thereof receive an opinion of counsel that the Unit Shares,    
Unit Warrant Shares, Reg D Shares and Conversion Shares may be sold under the   
provision of Rule 144(k), or (iii) the third anniversary of the effective date  
of the Registration Statement, but in no event less than 90 days.               

   The Shares offered by the Selling Stockholders are eligible for sale only
in certain states, and in some of those states may be offered or sold only to   
"institutional investors" as defined under applicable state securities laws.    

To the extent required by applicable law, this Prospectus will be     
supplemented to summarize the terms of any sales through dealers, together      
with any discounts, commissions or concessions allowed by such dealers in       
connection therewith.  No sales or distributions other than as defined herein   
may be effected until after this Prospectus shall have been appropriately       
amended or supplemented.                                                        

TRANSFER AGENT            

  The Transfer Agent for the Company's Common Stock is American Securities
Transfer Incorporated, Denver, Colorado.  The Company is currently acting as    
Warrant Agent with respect to                                                   

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its outstanding warrants including the Unit Warrants.  However, it expects to   
engage American Securities Transfer Incorporated as agent with respect to the   
exercise of the Unit Warrants.                                                  

EXPERTS               

  The balance sheet of the Registrant as of March 31, 1996 and the related
statements of operations, stockholders' equity and cash flows for the year      
then ended, and related financial statement schedule incorporated in this       
prospectus by reference from the Company's Annual Report on Form 10-K for the   
year ended March 31, 1996, have been audited by D'Arcangelo & Co., LLP,         
independent auditors, as stated in their report dated June 12, 1996, which is   
incorporated herein by reference, and have been so incorporated in reliance     
upon the report of such firm given upon their authority as experts in           
accounting and auditing.                                                        

  The balance sheet of the Registrant as of March 31, 1995 and the related
statements of operations, stockholders' equity and cash flows for the years     
ended March 31, 1995 and 1994, and related financial statement schedules        
incorporated in this prospectus by reference from the Company's Annual Report   
on Form 10-K for the year ended March 31, 1996, have been audited by Coopers &  
Lybrand, LLP, independent accountants, as stated in their report, which         
includes an explanatory paragraph relating to the Company's ability to          
continue as a going concern and uncertainties related to a contingency and      
litigation, which report, financial statements and financial statement          
schedules are incorporated herein by reference, and have been so incorporated   
in reliance upon the report of such firm given upon their authority as experts  
in accounting and auditing.                                                     

ADDITIONAL INFORMATION            

The Company has filed with the Commission a Registration Statement on 
Form S-3 under the Securities Act with respect to the Common Stock offered      
hereby.  This Prospectus does not contain all of the information contained in   
the Registration Statement, certain portions of which have been omitted in      
accordance with the rules and regulations of the Commission.  For further       
information with respect to the Company and the Common Stock, reference is      
made to the Registration Statement, including the exhibits and schedules        
thereto.  Statements contained in this Prospectus as to the contents of any     
contract or any other document referred to herein are not necessarily complete  
and, in each instance, reference is made to the copy of such contract or        
document filed as an exhibit to the Registration Statement, each such           
statement being qualified in all respects by such reference. The Registration   
Statement and the exhibits and schedules thereto may be inspected without       
charge at the Public Reference Section of the Commission at Judiciary Plaza,    
450 Fifth Street, N.W., Washington, D.C. 20549.  Copies of all or any part      
thereof may be obtained from the Commission at prescribed rates.                

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TABLE OF CONTENTS             

                                                PAGE
                                                ----
AVAILABLE INFORMATION .................................                         

RISK FACTORS...........................................                         

THE COMPANY............................................                         

USE OF PROCEEDS........................................                         

MARKET FOR THE COMPANY'STOCK AND RELATED                                        
STOCKHOLDER MATTERS....................................                         

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                               
CONDITION AND RESULTS OF OPERATIONS....................                         

BUSINESS...............................................                         

MANAGEMENT.............................................                         

EXECUTIVE COMPENSATION.................................                         

PRINCIPAL STOCKHOLDERS.................................                         

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........                         

PROPERTIES.............................................                         

LEGAL PROCEEDINGS......................................                         

DESCRIPTION OF CAPITAL STOCK...........................                         

SELLING STOCKHOLDERS...................................                         

SALE OF SHARES.........................................                         

TRANSFER AGENT.........................................                         

EXPERTS................................................                         

ADDITIONAL INFORMATION.................................                         

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Until _____________, all dealers effecting transactions in            
the registered securities, whether or not participating in this                 
distribution, may be required to deliver a prospectus.  This is                 
in addition to the obligation of dealers to deliver a prospectus                
when acting as underwriters involved in a distribution, or with                 
respect to their unsold allotments or subscriptions.                            

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PART II             

INFORMATION NOT REQUIRED IN PROSPECTUS            

ITEM 14.       OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                     

 The following table shows all expenses of the issuance and distribution
of the securities offered hereby, other than underwriting discounts and         
commissions.  All expenses of the offering have been borne by the Company.      

SEC Registration Fee ................................       $5,396.35           
State Qualification Expenses ........................       25,000.00           
Printing Expenses  ..................................        2,500.00           
Legal Fees & Expenses  ..............................      100,000.00           
Accountants Fees & Expenses  ........................       75,000.00           
Transfer Agent  .....................................        2,000.00           
Miscellaneous Expenses  .............................        2,000.00           
                                                ----------
TOTAL  .........................................     $211,896.35      

   All amounts listed above, except the SEC registration fee, are estimates.

ITEM 15.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.             

  Information relating to the indemnification of directors and officers is
incorporated by reference to Part II, Item 6 of the Company's registration      
statement filed on Form S-8 filed February 17, 1993 with the Commission.        

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ITEM 16.       EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.          

 All other schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of the    
schedule, or because the information required is included in the financial      
statements and notes thereto.                                                   

4.1       Specimen Stock Certificate   Incorporated by reference to         
                             Exhibit 4.A to amendment #1
                              to Registrant's Registration
                             Statement on Form S18, file
                                 number 33,35007-NY (the "S-18")

4.2       Finance Warrant (50,000) to  Incorporated by reference to         
the CIT Group/Credit         Exhibit 4.2 of the Form 8-K
                          filed on March 13, 1995.

4.3       Specimen Series A Preferred  Incorporated by reference to         
Stock Certificate            Exhibit 4.2 of the Third   
                            Amendment to the S-1 filed
                         with the SEC on _______

5.0       Opinion Re: Legality         Incorporated by reference to         
                           Exhibit 5.0 to the Second
                            Amendment to the S-1 filed
                      with the SEC on ____

23.1      Consent of Coopers &         E-1                                  
Lybrand LLP                                             

23.2      Consent of D'Arcangelo &     E-2                                  
Co., LLP                                                

ITEM 17.       UNDERTAKINGS.                                                  

The undersigned registrant hereby undertakes:                       

    1.   To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:                      

       (i)  To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any   
material change to such information in the registration statement.              

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  2.   For the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new     
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial      
bona fide offering thereof.                                                     

   3.   To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination   
of the offering.                                                                

    4.   The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of   
the registrant's annual report pursuant to section 13(a) or section 15(d) of    
the Securities Exchange Act of 1934 (and, where applicable, each filing of an   
employee benefit plan's annual report pursuant to section 15(d) of the          
Securities Exchange Act of 1934) that is incorporated by reference in the       
registration statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the offering of such            
securities at that time shall be deemed to be the initial bona fide offering    
thereof.                                                                        

    5.   The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is      
sent or given, the latest annual report to security holders that is             
incorporated by reference in the prospectus and furnished pursuant to and       
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities       
Exchange Act of 1934; and, where interim financial information required to be   
presented by Article 3 of Regulation S-X are not set forth in the prospectus,   
to deliver, or cause to be delivered to each person to whom the prospectus is   
sent or given, the latest quarterly report that is specifically incorporated    
by reference in the prospectus to provide such interim financial information.   

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6.   Insofar as indemnification for liabilities arising under the   
Securities Act of 1933 may be permitted to directors, officers and controlling  
persons of the registrant pursuant to the foregoing provisions, or otherwise,   
the registrant has been advised that in the opinion of the Securities and       
Exchange Commission such indemnification is against public policy as expressed  
in the Act and is, therefore, unenforceable.  In the event that a claim for     
indemnification against such liabilities (other than the payment by the         
registrant of expenses incurred or paid by a director, officer or controlling   
person of the registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the registrant will, unless    
in the opinion of its counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the Act     
and will be governed by the final adjudication of such issue.                   

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SIGNATURES                

   Pursuant to the requirements of the Securities Act of 1993, as amended,
the Registrant has duly caused this Registration Statement to be signed on its  
behalf by the undersigned, thereunto duly authorized, in the City of            
Lagrangeville, State of New York, on August 15, 1996.                           

COMMAND SECURITY CORPORATION

BY: /s/ William C. Vassell  
        ------------------------------
WILLIAM C. VASSELL    
Chairman of the Board 

   Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the     
capacities and on the dates indicated.                                          

Signature                  Title                    Date            
---------                  -----                    ----            
/s/ William C. Vassell                                                          
--------------------------   Chairman of the          August 15, 1996           
William C. Vassell           Board of Directors                                 
(Principal Executive  
Officer)              

/s/ Gordon Robinett                                                             
--------------------------   Director                 August 15, 1996           
Gordon Robinett                                                                 

/s/ H. Richard Dickinson                                                        
--------------------------   Executive Vice           August 15, 1996           
H. Richard Dickinson         President, Director                                
and Chief Financial   
Officer (Principal    
Financial Officer)    

--------------------------   Director                 August 15, 1996           
Gregory J. Miller                                                               

/s/ Peter J. Nekos                                                              
--------------------------   Director                 August 15, 1996           
Peter J. Nekos                                                                  

/s/ Steven B. Sands                                                             
--------------------------   Director                 August 15, 1996           
Steven B. Sands                                                                 

/s/ Peter T. Kikis                                                              
--------------------------   Director                 August 15, 1996           
Peter T. Kikis                                                                  

/s/ Lloyd H. Saunders, III                                                      
--------------------------   Director                 August 15, 1996           
Lloyd H. Saunders, III                                                          

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3/A’ Filing	Date	First	Last	Other Filings

	4/1/97	9
	9/26/96	6		8-K
Filed on:	8/22/96
	8/15/96	39
	6/30/96	6	8	10-Q, NT 10-Q
	6/12/96	32
	4/16/96	6
	3/31/96	6	32	10-K, 10-K/A
	11/9/95	6
	10/27/95	10
	9/8/95	19	29
	5/1/95	11	14
	3/31/95	7	32
	3/13/95	36
	3/8/95	10	14
	2/24/95	5	15
	12/31/94	9
	9/30/94	9
	9/12/94	5
	6/30/94	9
	3/31/94	7	32
	1/10/94	10
	11/8/93	14
	11/1/93	4
	10/27/93	4
	3/31/93	9
	2/17/93	35
	3/31/92	9
				List all Filings

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Filing Submission 0000912057-96-018534 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Command Security Corp – ‘S-3/A’ on 8/22/96

As of: Thursday, 8/22/96 · Accession #: 912057-96-18534 · File #: 33-75336

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3Filing Table of Contents

S-3/A — Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a TransactionDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

S-3/A — Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction
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