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. 4)
COLONIAL COMMERCIAL CORP.
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(NAME OF ISSUER)
Common Stock, par value $.05 per share
Convertible Preferred Stock, par value $.05 per share
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(TITLE OF CLASS OF SECURITIES)
COMMON STOCK: 195621 404
CONVERTIBLE PREFERRED STOCK: 195621 503
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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 13, 2008
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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 404 13D Page 2 of 8
Cusip No. 195621 503
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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
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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 1,317,255 shares of common stock 1
BENEFICIALLY 90,700 shares of convertible preferred stock 2
OWNED BY -------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH N/A
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9 SOLE DISPOSITIVE POWER
1,317,255 shares of common stock 1
90,700 shares of convertible preferred stock 2
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,317,255 shares of common stock
90,700 shares of convertible preferred stock
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1 Michael Goldman is the President and majority shareholder of Goldman
Associates of New York, 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 Warrant is exercisable
at any time prior to its expiration on December 31, 2008. Mr. Goldman is the
owner of 188,000 shares of Common Stock and the beneficial owner of the Warrant
and the Goldman Shares.
2 Mr. Goldman is the owner of 90,700 shares of Common Stock issuable at any time
upon conversion of 90,700 shares of Convertible Preferred Stock. Each share of
the Company's Convertible Preferred Stock is convertible at any time into one
share of the Company's Common Stock. Directors are elected by the holders of
Common Stock and Convertible Preferred Stock voting together as one class on a
share for share basis. If Mr. Goldman converted his 90,700 shares of Convertible
Preferred Stock into 90,700 shares of Common Stock, his aggregate amount of
beneficially owned shares of Common Stock would be 29.30% of Common Stock.
Cusip No. 195621 404 13D Page 3 of 8
Cusip No. 195621 503
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X| 3
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.76% of common stock 1
20.15% of convertible preferred stock 2
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14 TYPE OF REPORTING PERSON
IN
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3 Excludes 20,000 shares of Common Stock owned by Mr. Goldman's spouse. Mr.
Goldman disclaims beneficial ownership of these shares.
Cusip No. 195621 404 13D Page 4 of 8
Cusip No. 195621 503
ITEM 1. SECURITY AND ISSUER.
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The title of the classes of equity securities to which this statement relates is
common stock, par value $.05 per share (the "Common Stock") and convertible
preferred stock, par value $.05 per share (the "Preferred 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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New York, Inc.
Name, principal business and address of any corporation or other organization in
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which such employment is conducted: 17305 St. James Court, Boca Raton, FL 33496
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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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On August 11, 2008, Mr. Goldman used his personal funds to purchase 2,500 shares
of Common Stock in market transactions at $.80 per share at an aggregate
purchase price of $2,000.
On August 12, 2008, Mr. Goldman used his personal funds to purchase 2,500 shares
of Common Stock in market transactions at $.80 per share at an aggregate
purchase price of $2,000.
On August 12, 2008, Mr. Goldman used his personal funds to purchase 22,700
shares of Preferred Stock in market transactions at $1.05 per share at an
aggregate purchase price of $23,835.
On August 12, 2008, Mr. Goldman used his personal funds to purchase 9,500 shares
of Preferred Stock in market transactions at $1.14 per share at an aggregate
purchase price of $10,830.
On August 12, 2008, Mr. Goldman used his personal funds to purchase 48,000
shares of Preferred Stock in market transactions at $1.15 per share at an
aggregate purchase price of $55,200.
On August 13, 2008, Mr. Goldman used his personal funds to purchase 10,500
shares of Preferred Stock in market transactions at $1.15 per share at an
aggregate purchase price of $12,075.
Cusip No. 195621 404 13D Page 5 of 8
Cusip No. 195621 503
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 a Private Placement Purchase Agreement dated July 30, 2004,
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)-(i) Not Applicable.
(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 13, 2008, Mr. Goldman used his personal funds to
purchase 10,500 shares of Preferred Stock in market transactions at
$1.15 per share at an aggregate purchase price of $12,075.
On August 12, 2008, Mr. Goldman used his personal funds to
purchase 48,000 shares of Preferred Stock in market transactions at
$1.15 per share at an aggregate purchase price of $55,200.
On August 12, 2008, Mr. Goldman used his personal funds to
purchase 9,500 shares of Preferred Stock in market transactions at
$1.14 per share at an aggregate purchase price of $10,830.
On August 12, 2008, Mr. Goldman used his personal funds to
purchase 22,700 shares of Preferred Stock in market transactions at
$1.05 per share at an aggregate purchase price of $23,835.
On August 12, 2008, Mr. Goldman used his personal funds to
purchase 2,500 shares of Common Stock in market transactions at $.80
per share at an aggregate purchase price of $2,000.
Cusip No. 195621 404 13D Page 6 of 8
Cusip No. 195621 503
On August 11, 2008, Mr. Goldman used his personal funds to
purchase 2,500 shares of Common Stock in market transactions at $.80
per share at an aggregate purchase price of $2,000.
(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 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.
(b) Pursuant to a Private Placement Purchase Agreement dated July 30,
2004, Goldman Associates purchased 600,000 shares of Common Stock and
the Warrant for a purchase price of $750,000, and Goldman Associates
also purchased a subordinated secured note (the "Note") for a purchase
price of $750,000. The principal amount of the Note is $750,000
payable on January 1, 2009, and earns interest, payable quarterly, at
the prime rate.
(c) In the Private Placement Purchase Agreement dated July 30, 2004,
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 March 27, 2008, the Company amended the Note to extend the
Maturity Date, as defined, from June 30, 2008 to January 1, 2009.
Cusip No. 195621 404 13D Page 7 of 8
Cusip No. 195621 503
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 4.1 to Michael Goldman's Schedule 13D
12, 2004 by and among Colonial filed on August 16, 2005.
Commercial Corp. and Michael Goldman
4.02 Private Placement Purchase Agreement Incorporated herein by reference from Exhibit
dated July 29, 2004 by and among 4.3 to the Company's Form 10-Q filed on
Colonial Commercial Corp. and Goldman June 30, 2004.
Associates of New York, 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
Goldman Associates of New York, Inc. June 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
and Goldman Associates of New York, June 30, 2004.
Inc.
4.05 Amendment No. 1 dated March 27, 2008 Incorporated herein by reference from Exhibit
to the Secured Note Payable dated as of 10.14(d) to the Company's Form 10-K filed on
July 29, 2004 by and among Colonial March 31, 2008.
Commercial Corp. and Goldman
Associates of New York, Inc.
Cusip No. 195621 404 13D Page 8 of 8
Cusip No. 195621 503
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: August 15, 2008
/s/ Michael Goldman
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Michael Goldman