Cusip No. 195621 40 4 |
13D |
Page 2 of 6 |
1 |
NAMES OF REPORTING PERSONS | ||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | |||
Goldman Associates of New York, Inc. 11-1767996 | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
(a) £ |
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(b) £ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF F UNDS |
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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 | ||
New York |
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7 |
SOLE VOTING POWER | ||
NUMBER OF |
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SHARES |
979,255 shares of common stock1 | ||
BENEFICIALLY |
8 |
SHARED VOTING POWER | |
OWNED BY |
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EACH |
N/A | ||
REPORTING |
9 |
SOLE DISPOSITIVE POWER | |
PERSON WITH |
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979,255 shares of common stock1 | |||
10 |
SHARED DISPOSITIVE POWER | ||
N/A | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
979,255 shares of common stock 1 | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||
T 2 |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 | ||
21.04% |
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14 |
TYPE OF REPORTING PERSON | ||
CO |
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Cusip No. 195621 40 4 |
13D |
Page 3 of 6 |
(a)–(i) |
Not Applicable. |
(j) |
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). |
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(a) |
See Items 11 through 13 set forth on the cover page of this Statement. |
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(b) |
See Items 7 through 10 set forth on the cover page of this Statement. |
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(c) |
N/A |
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(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. |
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(e) |
N/A |
Cusip No. 195621 40 4 |
13D |
Page 4 of 6 |
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(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. |
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(b) |
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. |
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(c) |
On March 27, 2008, the Company amended the Note (“Amendment No. 1”) to extend the Maturity Date from June 30, 2008 to January 1, 2009. |
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(d) |
On February 12, 2009, the Company further amended the Note (“Amendment No. 2”) to (i) extend the Maturity Date from January 1, 2009 to January 1, 2010 so that the $750,000 principal amount of the Note is payable on January 1, 2010, and (ii) increase the accrued interest rate by 2% so that the Note accrues interest from and after January 1, 2009 at the prime rate in effect from time to time plus 2%. |
Cusip No. 195621 40 4 |
13D |
Page 5 of 6 |
4.01 |
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. | |
4.02 |
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. | |
4.03 |
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. | |
4.04 |
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. | |
4.05 |
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. | |
4.06 |
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. |
Cusip No. 195621 40 4 |
13D |
Page 6 of 6 |
Goldman Associates of New York, Inc. | |
/s/ Michael Goldman | |
Michael Goldman, President |