SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(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.)*
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
2 Lambert Street
Roslyn Heights, NY 11577
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
July 30, 2004 (1)
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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. | | (1)
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.
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(1) This 13D reports the event reported by Form 13G filed on August 27, 2004
Cusip No. 195621 40 4 13D Page 2 of 10
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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 933,000 shares of common stock (2)
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING N/A
PERSON WITH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
933,000 shares of common 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
933,000 shares of common stock (2)
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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
21.46% (4)
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14 TYPE OF REPORTING PERSON
IN
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(2) Michael Goldman is the President and majority shareholder of Goldman
Associates of NY, Inc. ("Goldman Associates"). Goldman Associates is the owner
of 600,000 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 183,000 shares of Common Stock
and the beneficial owner of the Warrant and the Goldman Shares.
(3) Excludes 20,000 shares of common stock owned by Mr. Goldman's spouse. Mr.
Goldman disclaims beneficial ownership of these shares.
(4) At date of issuance, the percent of class represented by amount in Row 11
was 22.13%.
Cusip No. 195621 40 4 13D Page 3 of 10
ITEM 1. SECURITY AND ISSUER.
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 offices of the Company is 275 Wagaraw Road, Hawthorne, NJ
07506.
ITEM 2. IDENTITY AND BACKGROUND.
Name: Michael Goldman
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Business Address: 2 Lambert Street, Roslyn Heights, NY 11577
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Present principal occupation or employment: President of Goldman Associates of
-------------------------------------------- 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.
Michael Goldman is the President and majority shareholder of Goldman Associates
of NY, Inc. ("Goldman Associates"). Goldman Associates is the owner of 600,000
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 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 Goldman
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 10
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Goldman acquired the interests in the Company described in this Schedule 13D
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.
(d)
Michael Goldman was appointed a director of the Company on September
29, 2004. On October 22, 2004, the board of directors appointed
Melissa Goldman as a director of the Company. Ms. Goldman is the
daughter of Michael Goldman. Mr. and Ms. Goldman each continue to
serve on the board of directors.
(e) - (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.
(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.
Cusip No. 195621 40 4 13D Page 5 of 10
(c) 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 Goldman 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
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.
(b) Pursuant to the July Private Placement Purchase Agreement, Goldman
Associates purchased the Goldman 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.
Cusip No. 195621 40 4 13D Page 6 of 10
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
4.1. Private Placement Purchase Agreement Filed herewith
dated February 3, 2004, effective February
12,2004 by and among Colonial
Commercial Corp. and Michael Goldman
4.2. 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 30, 2004.
Associates of NY, Inc.
4.3. 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.
4.4. 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.
4.5. Standstill Agreement, dated June 21, 2004 Filed herewith
by and between Colonial Commercial
Corp. and Michael Goldman
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 16, 2005 as of August 26, 2004
/s/ Michael Goldman
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Michael Goldman