Washington,
D.C. 20549
Schedule
13E-3
(Amendment
No. 5)
Rule
13e-3 Transaction Statement
Under
Section 13(e) of the Securities Exchange Act of 1934
Colonial
Commercial Corp.
(Name of
Subject Company (Issuer))
William
Pagano (Filing Person)
(Name of
Filing Person (Identifying Status as Offeror, Issuer or Other
Person))
Convertible
Preferred Stock, Par Value $0.05 Per Share
(Title of
Class of Securities)
195621.503
(CUSIP
Number of Class of Securities)
William
Pagano
Colonial
Commercial Corp.
275
Wagaraw Road, Hawthorne, NJ 07506
Telephone:
(973) 427-3320
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing Persons)
This
statement is filed in connection with (check the appropriate box):
a.£ The filing of
solicitation materials or an information statement subject to Regulation 14A ,
Regulation 14C , or Rule 13e-3(c) under the Securities Exchange Act of
1934.
b.£ The filing of
a registration statement under the Securities Act of 1933.
c.T A tender
offer.
d.£ None of the
above.
Check the
following box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies: £
Check the
following box if the filing is a final amendment reporting the results of the
transaction: T
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$446,033
|
$24.88
|
*Calculated
solely for purposes of determining the amount of the filing fee. Pursuant to
Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the
Transaction Valuation was calculated assuming that 356,826 outstanding shares of
Convertible Preferred Stock, par value $0.05 per share, are being purchased at
the tender offer price of $1.25 per share
**The
amount of the filing fee is calculated in accordance with Fee Rate Advisory #5
for Fiscal Year 2009 issued by the SEC, effective March 11, 2009, by multiplying
the Transaction Value by 0.00005580.
T Check the box
if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
|
Amount
Previously Paid: $24.88
|
Filing
Party: Colonial Commercial Corp. (Issuer and Filing
Person)
|
|
Form
or Registration No.: SC TO-I
|
Date
Filed: July 9, 2009
|
INTRODUCTION
Colonial
Commercial Corp. (the “Company”) on October 26, 2009 filed a Final Amendment to
its Schedule TO (the “Final Amendment”) and announced that (i) the Offer to
Purchase for Cash expired at 12 midnight New York City time on October 20, 2009;
(ii) pursuant to the Offer to Purchase for Cash, 154,834 shares of Convertible
Preferred Stock, par value $0.05 per share (the “Preferred Stock”) were tendered
pursuant to the Tender Offer; (iii) there are currently 542 holders of record of
Preferred Stock; (iv) the Company continues currently as an SEC reporting
company because there are currently more than 300 holders of record of Preferred
Stock; and (v) the Company will promptly pay an aggregate of approximately
$193,543 to those stockholders that tendered their shares of Preferred Stock
pursuant to the Offer to Purchase for Cash.
The Items
set forth in Schedule 13e-3 filed on August 20, 2009 and amended by Amendment
No. 1 filed on August 21, 2009, as amended by Amendment No. 2 filed on September
23, 2009, as amended by Amendment No. 3 filed on September 24, 2009 and as
amended by Amendment 4 filed on October 7, 2009 are hereby amended and
supplemented by the Final Amendment.
SIGNATURE
After due
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.
COLONIAL
COMMERCIAL CORP.
By: /s/ William
Pagano
Name:
William Pagano
Title:
Chief Executive Officer
Dated:
October 26, 2009