SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (a)
(Amendment No. 3)
COLONIAL COMMERCIAL CORP.
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(NAME OF ISSUER)
Common Stock, par value $.05 per share
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(TITLE OF CLASS OF SECURITIES)
COMMON STOCK: 195621 40 4
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(CUSIP NUMBER)
Michael Goldman
c/o Colonial Commercial Corp.
275 Wagaraw Road
Hawthorne, New Jersey 07506
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
August 21, 2007
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. | |
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
Cusip No. 195621 40 4 13D Page 2 of 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Goldman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF; WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,312,255 shares of common stock (1)
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING N/A
PERSON WITH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,312,255 shares of common stock (1)
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,312,255 shares of common stock (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X| (2)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.36%
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14 TYPE OF REPORTING PERSON
IN
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(1) Michael Goldman is the President and majority shareholder of Goldman
Associates of NY, Inc. ("Goldman Associates") and is also Chairman of the
Company. Goldman Associates is the owner of 979,255 shares of Common Stock
("Goldman Shares") and a warrant ("Warrant") to purchase 150,000 shares of
Common Stock at an exercise price of $3.00 per share. The Goldman Shares
constitute 600,000 shares of Common Stock purchased on July 30, 2004 (the "July
30, 2004 Shares"), 294,255 shares of Common Stock purchased on April 17, 2006
(the "April 17, 2006 Shares"), 45,000 shares of Common Stock purchased on
December 11, 2006 (the "December 11, 2006 Shares"), 10,000 shares of Common
Stock purchased on January 12, 2007 (the "January 12, 2007 Shares"), and 30,000
shares purchased on August 21, 2007 (the August 21, 2007 Shares"), as more fully
described below. The Warrant is exercisable at any time prior to its expiration
on December 31, 2008. Mr. Goldman is the owner of 183,000 shares of Common
Stock and the beneficial owner of the Warrant and the Goldman Shares.
(2) Excludes 20,000 shares of Common Stock owned by Mr. Goldman's spouse. Mr.
Goldman disclaims beneficial ownership of these shares.
Cusip No. 195621 40 4 13D Page 3 of 8
ITEM 1. SECURITY AND ISSUER.
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The title of the class of equity securities to which this statement relates is
common stock, par value $.05 per share (the "Common Stock"), of Colonial
Commercial Corp., a New York corporation (the "Company"). The address of the
principal executive office of the Company is 275 Wagaraw Road, Hawthorne, NJ
07506.
ITEM 2. IDENTITY AND BACKGROUND.
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Name: Michael Goldman
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Business Address: 275 Wagaraw Road, Hawthorne NJ 07506
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Present principal occupation or employment: President of Goldman Associates of
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NY, Inc.
Name, principal business and address of any corporation or other organization in
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which such employment is conducted: 2 Lambert Street, Roslyn Heights, NY 11577
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Criminal Proceedings: None
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Applicable Civil, Judicial or Administrative Proceedings: None
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Citizenship: U.S.A.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Michael Goldman is the President and majority shareholder of Goldman Associates
of NY, Inc. ("Goldman Associates") and is also Chairman of the Company. Goldman
Associates is the owner of 979,255 shares of Common Stock ("Goldman Shares") and
a warrant ("Warrant") to purchase 150,000 shares of Common Stock at an exercise
price of $3.00 per share. The Goldman Shares constitute 600,000 shares of
Common Stock purchased on July 30, 2004 (the "July 30, 2004 Shares"), 294,255
shares of Common Stock purchased on April 17, 2006 (the "April 17, 2006
Shares"), 45,000 shares of Common Stock purchased on December 11, 2006 (the
"December 11, 2006 Shares"), 10,000 shares of Common Stock purchased on January
12, 2007 (the "January 12, 2007 Shares"), and 30,000 shares purchased on August
21, 2007 (the "August 21, 2007 Shares"), as more fully described below. The
Warrant is exercisable at any time prior to its expiration on December 31, 2008.
Mr. Goldman is the owner of 183,000 shares of Common Stock and the beneficial
owner of the Warrant and the Goldman Shares.
On July 30, 2004, pursuant to a private placement purchase agreement ("July
Private Placement Purchase Agreement") between the Company and Goldman
Associates, Goldman Associates purchased out of working capital the July 30,
2004 Shares and the Warrant for a purchase price of $750,000.
On February 12, 2004, pursuant to a private placement purchase agreement
("February Private Placement Purchase Agreement") between the Company and
Michael Goldman, Mr. Goldman purchased 170,000 shares of Common Stock at $.60
per share at an aggregate purchase price of $102,000.
Mr. Goldman used his personal funds to purchase 13,000 shares of Common Stock in
market transactions during the period beginning October 2, 2003 through March 5,
2004 for an aggregate purchase price of $12,110.
Cusip No. 195621 40 4 13D Page 4 of 8
On April 17, 2006, Goldman Associates used working capital to purchase the April
17, 2006 Shares at $3.00 per share at an aggregate purchase price of $882,765.
On December 11, 2006, Goldman Associates used working capital to purchase the
December 11, 2006 Shares at $2.50 per share at an aggregate purchase price of
$112,500.
On January 12, 2007, Goldman Associates used working capital to purchase the
January 12, 2007 Shares at $3.00 per share at an aggregate purchase price of
$30,000.
On August 21, 2007, Goldman Associates used working capital to purchase the
August 21, 2007 Shares. Goldman Associates acquired these shares from a former
employee in a transaction in which (i) Goldman Associates paid the former
employee $50,000 and forgave a $90,000 loan owed by the former employee to
Goldman Associates, and (ii) Goldman Associates and the former employee signed
mutual general releases.
ITEM 4. PURPOSE OF TRANSACTION.
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Mr. Goldman acquired the interests in the Company described in this Schedule
13D/A for investment purposes.
(a) - (c)
In the July Private Placement Purchase Agreement, Goldman
Associates agreed that it and its affiliates will not until May
31, 2008 without the prior written consent of the Board of
Directors of the Company (i) acquire, agree to acquire or make
any proposal to acquire any voting securities or assets of the
Company or any of its affiliates, (ii) propose to enter into any
merger, consolidation, recapitalization, business combination, or
other similar transaction involving the Company or any of its
affiliates, (iii) make, or in any way participate in any
"solicitation" of "proxies" (as such terms are used in the proxy
rules of the Securities and Exchange Commission) to vote or seek
to advise or influence any person with respect to the voting of
any voting securities of the Company or any of its affiliates or
(iv) form, join or in any way participate in a "group" as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, in connection with any of the foregoing or (v) advise,
assist or encourage ay other persons in connection with the
foregoing. Mr. Goldman is an affiliate of Goldman Associates.
On June 21, 2004, Mr. Goldman signed a standstill agreement,
effective July 30, 2004, in which he agreed that without the
written consent of the Company until May 31, 2008 he would not
(i) purchase any stock of the Company or (ii) sell any stock of
the Company to any person if the sale would create a new 5%
stockholder unless such person first enters into a similar
standstill agreement.
On November 2, 2007, the Company terminated the standstill
agreement dated June 21, 2004 between the Company and Michael
Goldman.
(d) Michael Goldman was appointed a director of the Company on
September 29, 2004 and was appointed Chairman of the Board on
April 17, 2006. On October 22, 2004, the Board of Directors
appointed Melissa Goldman-Williams as a director of the Company.
Mrs. Goldman-Williams is the daughter of Michael Goldman. Mr.
Goldman and Mrs. Goldman-Williams each continue to serve on the
Board of Directors by election of the shareholders of the
Company.
(e) - (i) Not Applicable.
Cusip No. 195621 40 4 13D Page 5 of 8
(j) Other than as described above, the reporting person
currently has no plans or proposals which relate to, or may
result in, any of the matters listed in Items 4(a)-(i) of
Schedule 13D (although the reporting person reserves the right to
develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a) See Items 11 through 13 set forth on the cover page of this Statement.
(b) See Items 7 through 10 set forth on the cover page of this Statement.
(c) On August 21, 2007, Goldman Associates used working capital to
purchase the August 21, 2007 Shares. Goldman Associates acquired these
shares from a former employee in a transaction in which (i) Goldman
Associates paid the former employee $50,000 and forgave a $90,000 loan
owed by the former employee to Goldman Associates, and (ii) Goldman
Associates and the former employee signed mutual general releases.
On January 12, 2007, Goldman Associates used working capital to
purchase the January 12, 2007 Shares at $3.00 per share at an
aggregate purchase price of $30,000.
On December 11, 2006, Goldman Associates used working capital to
purchase the December 11, 2006 Shares at $2.50 per share at an
aggregate purchase price of $112,500.
On April 17, 2006, Goldman Associates used working capital to
purchase the April 17, 2006 Shares at $3.00 per share at an aggregate
purchase price of $882,765.
Mr. Goldman used his personal funds to purchase 13,000 shares of
Common Stock in market transactions during the period beginning
October 2, 2003 through March 5, 2004 for an aggregate purchase price
of $12,110.
Mr. Goldman purchased 170,000 shares of Common Stock at $.60 per
share at an aggregate purchase price of $102,000 pursuant to the
February Private Placement Purchase Agreement.
Goldman Associates purchased out of working capital the July 30,
2004 Shares and the Warrant for a purchase price of $750,000 pursuant
to the July Private Placement Purchase Agreement. Mr. Goldman is the
beneficial owner of the Goldman Shares and the Warrant.
(d) The shareholders of Goldman Associates have the right receive the
proceeds from the sale of Common Stock held by Goldman Associates in
accordance with such shareholder's percentage ownership interest in
Goldman Associates.
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH THE
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ISSUER.
(a) Pursuant to the February Private Placement Purchase Agreement
between the Company and Michael Goldman, Mr. Goldman purchased 170,000
shares of Common Stock at $.60 per share at an aggregate purchase
price of $102,000.
Cusip No. 195621 40 4 13D Page 6 of 8
(b) Pursuant to the July Private Placement Purchase Agreement,
Goldman Associates purchased the July 30, 2004 Shares and the Warrant
for a purchase price of $750,000, and Goldman Associates also
purchased a subordinated secured note ("Note") for a purchase price of
$750,000. The principal amount of the Note is $750,000 payable on June
30, 2008, and earns interest, payable quarterly, at the prime rate.
(c) In the July Private Placement Purchase Agreement, Goldman
Associates agreed that it and its affiliates will not until May 31,
2008 without the prior written consent of the Board of Directors of
the Company (i) acquire, agree to acquire or make any proposal to
acquire any voting securities or assets of the Company or any of its
affiliates, (ii) propose to enter into any merger, consolidation,
recapitalization, business combination, or other similar transaction
involving the Company or any of its affiliates, (iii) make, or in any
way participate in any "solicitation" of "proxies" (as such terms are
used in the proxy rules of the Securities and Exchange Commission) to
vote or seek to advise or influence any person with respect to the
voting of any voting securities of the Company or any of its
affiliates or (iv) form, join or in any way participate in a "group"
as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, in connection with any of the foregoing or (v) advise,
assist or encourage ay other persons in connection with the foregoing.
Mr. Goldman is an affiliate of Goldman Associates.
(d) On June 21, 2004, Mr. Goldman signed a standstill agreement,
effective July 30, 2004, in which he agreed that without the written
consent of the Company until May 31, 2008 he would not (i) purchase
any stock of the Company or (ii) sell any stock of the Company to any
person if the sale would create a new 5% stockholder unless such
person first enters into a similar standstill agreement.
(e) On November 2, 2007, the Company terminated the standstill
agreement dated June 21, 2004 between the Company and Michael Goldman.
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Cusip No. 195621 40 4 13D Page 7 of 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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4.01 Private Placement Purchase Agreement Incorporated herein by reference from Exhibit
dated February 3, 2004, effective February 12, 4.1 to Michael Goldman's Schedule 13D filed
2004 by and among Colonial Commercial on August 16, 2005.
Corp. and Michael Goldman
4.02 Private Placement Purchase Agreement Incorporated herein by reference from Exhibit
dated July 29, 2004 by and among Colonial 4.3 to the Company's Form 10-Q filed on June
Commercial Corp. and Goldman Associates of 30, 2004.
NY, Inc.
4.03 Secured Note dated July 29, 2004 by and Incorporated herein by reference from Exhibit
among Colonial Commercial Corp. and 4.4 to the Company's Form 10-Q filed on June
Goldman Associates of NY, Inc. 30, 2004.
4.04 Warrant Agreement dated June 21, 2004 Incorporated herein by reference from Exhibit
by and among Colonial Commercial Corp. 4.5 to the Company's Form 10-Q filed on June
and Goldman Associates of NY, Inc. 30, 2004.
4.05 Standstill Agreement, dated June 21, Incorporated herein by reference from Exhibit
2004 by and between Colonial Commercial 4.1 to Michael Goldman's Schedule 13D filed
Corp. and Michael Goldman on August 16, 2005.
4.06 Form of Standstill Agreement Incorporated herein by reference from Exhibit
Termination Letter dated November 2, 2007 4.01 to the Company's Form 8-K filed on
November 5, 2007.
Cusip No. 195621 40 4 13D Page 8 of 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: December 11, 2007
/s/ Michael Goldman
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Michael Goldman