UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 21, 2007
Date of Report (Date of earliest event reported)
COLONIAL COMMERCIAL CORP.
(Exact name of Registrant as Specified in Charter)
NEW YORK 1-6663 11-2037182
(State or other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
275 WAGARAW ROAD, HAWTHORNE, 07506
NEW JERSEY
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 973-427-8224
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Pioneer Realty Holdings, LLC, a New York limited liability company ("Pioneer"),
is the owner of the premises located at 836 Route 9, Fishkill, New York,
formerly known as 2213 Route 9, Fishkill, New York ("Premises"). The RAL Supply
Group, Inc., ("RAL"), a wholly owned subsidiary of Colonial Commercial Corp.
(the "Company") is the tenant of the aforementioned property under a Lease
Agreement by and between Zanzi Realty, Inc. and The RAL Supply Group Inc., dated
September 1, 1998, as amended by the First Modification of Lease Agreement dated
September 30, 2003 and as further amended by the Second Modification of Lease
Agreement dated April 12, 2005 (the Lease Agreement together with the First
Modification of Lease Agreement and the Second Modification of Lease Agreement
are referred to herein as the "Lease"). A copy of the Lease is incorporated
herein by reference from the Company's Form 8-K filed with the Securities and
Exchange Commission ("SEC") on November 2, 2005. Pioneer is the landlord under
the Lease pursuant to an assignment and assumption agreement dated April 12,
2005. William Pagano, Chief Executive Officer and a director of the Company,
has a 55% interest in Pioneer and Rita Folger and a family member together have
a 16% interest in Pioneer Realty Partners I, LLC, which has a 40% interest in
Pioneer. Mrs. Folger and Mr. Pagano each beneficially own more than 10% of the
outstanding shares of the Company.
On February 21, 2007, the Lease was further amended by the Third Modification of
Lease Agreement to provide, among other things, for 25,947 square feet of the
leased premises, a net increase of 14,443 square feet, for $245,844 total annual
fixed rent, an increase of $106,740 per annum. The Third Modification of Lease
Agreement commences on the date of issuance of a certificate of occupancy for
the Premises that are currently undergoing reconstruction. The term of the
lease expires on March 31, 2017, subject to two five-year renewal options. A
copy of the Third Modification of Lease Agreement is attached as an exhibit to
this Form 8-K.
On February 21, 2007, Pioneer granted the Company an option ("Option") to
purchase the Premises for (i) an exercise price equal to Pioneer's total
financial investment in the Premises through the date of exercise and (ii) the
release of Mr. Pagano (and any other guarantors) from guaranties of mortgage
loans secured by the Premises. The Option expires on July 31, 2007. A copy of
the Option agreement is attached as an exhibit to this Form 8-K.
The foregoing summary is qualified by reference to the form of the documents
that are filed as exhibits to this Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
10.01 Lease Agreement by and between Zanzi
Realty, Inc. and The RAL Supply
Group Inc., dated September 1, 1998,
incorporated herein by reference from
Exhibit 10.04 to the Company's Form 8-K
filed on November 2, 2005.
10.02 First Modification of Lease Agreement
dated September 30, 2003 to Lease
Agreement by and between Zanzi Realty,
Inc. and The RAL Supply Group Inc.,
dated September 1, 1998, incorporated
herein by reference from Exhibit 10.05
to the Company's Form 8-K filed on
November 2, 2005.
10.03 Second Modification of Lease Agreement
dated April 12, 2005 to Lease Agreement
by and between Zanzi Realty, Inc. and
The RAL Supply Group Inc.,
dated September 1, 1998, incorporated
herein by reference from Exhibit 10.06
to the Company's Form 8-K filed on
November 2, 2005.
10.04 Third Modification of Lease Agreement
dated February 21, 2007 to Lease
Agreement by and between Zanzi Realty,
Inc. and The RAL Supply Group Inc.,
dated September 1, 1998, filed herewith.
10.05 Option Agreement by and between Pioneer
Realty Holdings, LLC and Colonial
Commercial Corp., dated as of February
21, 2007, filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COLONIAL COMMERCIAL CORP.
-------------------------
(Registrant)
Date: February 23, 2007 /s/ William Salek
-----------------
William Salek
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
10.01 Lease Agreement by and between Zanzi
Realty, Inc. and The RAL Supply
Group Inc., dated September 1, 1998,
incorporated herein by reference from
Exhibit 10.04 to the Company's Form 8-K
filed on November 2, 2005.
10.02 First Modification of Lease Agreement
dated September 30, 2003 to Lease
Agreement by and between Zanzi Realty,
Inc. and The RAL Supply Group Inc.,
dated September 1, 1998, incorporated
herein by reference from Exhibit 10.05
to the Company's Form 8-K filed on
November 2, 2005.
10.03 Second Modification of Lease Agreement
dated April 12, 2005 to Lease
Agreement by and between Zanzi Realty,
Inc. and The RAL Supply Group Inc.,
dated September 1, 1998, incorporated
herein by reference from Exhibit 10.06
to the Company's Form 8-K filed on
November 2, 2005.
10.04 Third Modification of Lease Agreement
dated February 21, 2007 to Lease
Agreement by and between Zanzi Realty,
Inc. and The RAL Supply Group Inc.,
dated September 1, 1998, filed herewith.
10.05 Option Agreement by and between Pioneer
Realty Holdings, LLC and Colonial
Commercial Corp., dated as of February
21, 2007, filed herewith.