Cusip No. 12504V 107
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13D
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Page 2 of 8
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Cusip No. 12504V 206
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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Michael Goldman 1
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
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(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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7
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SOLE VOTING POWER
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NUMBER OF
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SHARES
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4,241,264 shares of common stock 1
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BENEFICIALLY
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1,065 shares of convertible preferred stock 2
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EACH
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8
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SHARED VOTING POWER
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REPORTING
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PERSON WITH
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N/A
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9
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SOLE DISPOSITIVE POWER
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4,241,264 shares of common stock 3
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1,065 shares of convertible preferred stock 4
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10
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SHARED DISPOSITIVE POWER
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N/A
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Cusip No. 12504V 107
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13D
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Page 3 of 8
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Cusip No. 12504V 206
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,241,264 shares of common stock 6
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1,065 shares of convertible preferred stock 7
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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x8
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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46.3% of common stock 9
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0.4% of convertible preferred stock 10
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14
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TYPE OF REPORTING PERSON
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IN
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Cusip No. 12504V 107
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13D
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Page 4 of 8
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Cusip No. 12504V 206
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(a)
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See Items 11 through 13 set forth on the cover page of this Statement.
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(b)
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See Items 7 through 10 set forth on the cover page of this Statement.
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(c)
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On December 6, 2012, Michael Goldman gifted 45,000 shares of Convertible Preferred Stock to his daughter, Melissa Goldman-Williams. Mrs. Goldman-Williams is a director of the Company and the Vice President of Operations. On December 7, 2012, Michael Goldman gifted 45,000 shares of Convertible Preferred Stock to his son, Kevin Goldman.
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(d)
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The shareholders of Goldman Associates have the right to receive the proceeds from the sale of the Company's Common Stock held by Goldman Associates in accordance with such shareholder’s percentage ownership interest in Goldman Associates.
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Michael Goldman, Melissa Goldman-Williams and Kevin Goldman each have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of the Company's Common Stock owned by Goldman Associates.
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Cusip No. 12504V 107
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13D
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Page 5 of 8
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Cusip No. 12504V 206
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Melissa Goldman-Williams owns 27% of Goldman Associates. Mrs. Goldman-Williams through Goldman Associates owns the pecuniary interest in 1,078,449 of the shares of Common Stock owned by Goldman Associates.
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Kevin Goldman owns 25% of Goldman Associates. Kevin Goldman through Goldman Associates owns the pecuniary interest in 998,564 of the shares of Common Stock owned by Goldman Associates.
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(e)
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As a result of the gifts made by Michael Goldman to each of Melissa Goldman-Williams and Kevin Goldman as described above in Item 5(c), Michael Goldman owns less than 5% of the outstanding shares of Convertible Preferred Stock.
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(a)
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Pursuant to a Private Placement Purchase Agreement dated February 3, 2004, effective February 12, 2004, 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.
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(b)
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Pursuant to a Private Placement Purchase Agreement dated July 30, 2004, Goldman Associates purchased 600,000 shares of Common Stock and a warrant (“Warrant”) to purchase 150,000 shares of Common Stock, at an exercise price of $3.00 per share, for a purchase price of $750,000. Goldman Associates also purchased a subordinated secured note (“Note”), as amended, for a purchase price of $750,000. The Warrant expired on December 31, 2008. The Note, as amended, accrues interest from and after January 1, 2009 at the prime rate in effect from time to time plus 2%. The Maturity Date of the amended Note is January 1, 2014.
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(c)
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Goldman Associates is the holder of an unsecured note in the amount of $74,215 issued in connection with the Company’s August 20, 2009 tender offer to purchase any and all shares of its convertible preferred stock at $1.25 per share. The unsecured note bears interest at 12% and is payable in twenty equal quarterly payments with the last payment to be made on or about July 10, 2014.
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(d)
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Pursuant to a Private Placement Purchase Agreement dated March 1, 2011, Goldman Associates purchased 3,000,000 shares of Common Stock at $0.50 per share at an aggregate purchase price of $1,500,000.
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(e)
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On May 27, 2011, the Company borrowed $200,000 from Goldman Associates. The loan was non-interest bearing and was repaid on June 28, 2011.
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(f)
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On July 29, 2011, the Company borrowed $250,000 from Goldman Associates. Interest accrued on the loan at a per annum rate equal to 3% plus 90-day LIBOR. The loan was repaid on October 20, 2011.
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(g)
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On March 1, 2012, the Company borrowed $350,000 from Goldman Associates. Interest accrued on the loan at 4% per annum. The loan was repaid on May 16, 2012.
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(h)
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On May 17, 2012, the Company borrowed $500,000 from Goldman Associates. Interest accrued on the loan at 4% per annum. The loan was repaid on August 10, 2012.
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Cusip No. 12504V 107
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13D
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Page 6 of 8
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Cusip No. 12504V 206
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(i)
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On August 28, 2012, the Company borrowed $350,000 from Goldman Associates. Interest accrued on the loan at 4% per annum. On November 1, 2012, Goldman Associates assigned its rights under the $350,000 loan to Michael Goldman. The loan was repaid on November 21, 2012.
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(j)
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On December 10, 2012, the Company borrowed $500,000 from Michael Goldman. Interest accrues on the loan at 4% per annum. The loan is repayable on March 8, 2013.
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4.01
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Private Placement Purchase Agreement dated February 3, 2004, effective February 12, 2004 by and between Colonial Commercial Corp. and Michael Goldman, incorporated herein by reference from Exhibit 4.1 to Michael Goldman’s Schedule 13D filed on August 16, 2005.
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4.02
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Private Placement Purchase Agreement dated July 29, 2004 by and between Colonial Commercial Corp. and Goldman Associates of New York, Inc., incorporated herein by reference from Exhibit 4.3 to the Company's Form 10-Q filed on June 30, 2004.
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4.03
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Secured Note dated July 29, 2004 by and between Colonial Commercial Corp. and Goldman Associates of New York, Inc., incorporated herein by reference from Exhibit 4.4 to the Company's Form 10-Q filed on June 30, 2004.
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4.04
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Warrant Agreement dated June 21, 2004 by and between Colonial Commercial Corp. and Goldman Associates of New York, Inc., incorporated herein by reference from Exhibit 4.5 to the Company's Form 10-Q filed on June 30, 2004.
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4.05
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Amendment No. 1 dated March 27, 2008 to the Secured Note Payable dated as of July 29, 2004 by and between Colonial Commercial Corp. and Goldman Associates of New York, Inc., incorporated herein by reference from Exhibit 10.14(d) to the Company’s Form 10-K filed on March 31, 2008.
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4.06
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Amendment No. 2 dated February 12, 2009 to the Secured Note Payable dated as of July 29, 2004 by and between Colonial Commercial Corp. and Goldman Associates of New York, Inc., incorporated herein by reference from Exhibit 10.03 to the Company’s Form 8-K filed on February 13, 2009.
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4.07
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Amendment No. 3 dated March 5, 2010 to the Secured Note Payable dated as of July 29, 2004 by and between Colonial Commercial Corp. and Goldman Associates of New York, Inc., incorporated herein by reference from Exhibit 10.04 to the Company’s Form 8-K filed on March 10, 2010.
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4.08
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Amendment No. 4 dated March 1, 2011 to the Secured Note Payable dated as of July 29, 2004 by and between Colonial Commercial Corp. and Goldman Associates of New York, Inc., incorporated herein by reference from Exhibit 10.05 to the Company’s Form 8-K filed on March 2, 2011.
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4.09
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Amendment No. 5 dated February 15, 2012 to the Secured Note Payable dated as of July 29, 2004 by and between Colonial Commercial Corp. and Goldman Associates of New York, Inc., incorporated herein by reference from Exhibit 10.06 to the Company’s Form 8-K filed on February 17, 2012.
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Cusip No. 12504V 107
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13D
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Page 7 of 8
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Cusip No. 12504V 206
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4.10
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Form of Note by and between Colonial Commercial Corp. and Goldman Associates of New York, Inc., incorporated herein by reference from Exhibit (b)(1) to the Company’s SC-TO filed on July 9, 2009.
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4.11
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Form Private Placement Purchase Agreement by and among Colonial Commercial Corp. and the person who are counterparts to the Agreement as “Investors,” incorporated herein by reference from Exhibit 10.16 to the Company’s Form 8-K filed on March 2, 2011.
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4.12
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Promissory Note dated May 17, 2012 between Colonial Commercial Corp. and Goldman Associates of New York, Inc., incorporated herein by reference from Exhibit 10.03 to the Company’s Form 8-K filed on May 23, 2012.
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4.13
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Promissory Note dated August 28, 2012 between CCOM Group, Inc. and Goldman Associates of New York, Inc., incorporated herein by reference from Exhibit 10.01 to the Company’s Form 8-K filed on August 31, 2012.
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4.14
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Form of Promissory Note dated December 10, 2012 between CCOM Group, Inc. and Michael Goldman, incorporated herein by reference from Exhibit 10.10 to the Company’s Form 8-K filed on December 13, 2012.
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Cusip No. 12504V 107
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13D
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Page 8 of 8
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Cusip No. 12504V 206
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Date: December 31, 2012
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/s/ Michael Goldman
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Michael Goldman
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