SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D/A
INFORMATION
TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a)
(Amendment
No. 2)
General
Environmental Management, Inc.
(Name of
Issuer)
(Title of
Class of Securities)
(CUSIP
Number)
Kenneth
Parzygnat
CVC
California, LLC
One
North Clematis Street, Suite #300
West
Palm Beach, Florida 33401
Telephone:
(561) 868-6060
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box
o
.
Note.
Schedules
filed in paper format shall include a signed original and five copies of the
Schedule, including all exhibits.
See
§ 240.13d-7 for other
parties to whom copies are to be sent.
————————————————
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see
the
Notes
)
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CUSIP
No. 36976P207
|
13D
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Page 2 of
9 Pages
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|
1
|
NAMES
OF REPORTING PERSONS
CVC
California, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(see
instructions)
|
(a)
o
|
|
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
4,350,000
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
4,350,000
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,350,000
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
SHARES
(see instructions)
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.8%
of Common Stock
|
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
OO
(Limited Liability Company)
|
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CUSIP
No. 36976P207
|
13D
|
Page 3 of
9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
ComVest
Capital, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(see
instructions)
|
(a)
o
|
|
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
4,350,000
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
4,350,000
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,350,000
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (see instructions)
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.8%
of Common Stock
|
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
OO
(Limited Liability Company)
|
|
CUSIP
No. 36976P207
|
13D
|
Page 4 of
9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
ComVest
Capital Management LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(see
instructions)
|
(a)
o
|
|
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
4,350,000
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
4,350,000
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,350,000
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (see instructions)
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.8%
of Common Stock
|
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
OO
(Limited Liability Company)
|
|
CUSIP
No. 36976P207
|
13D
|
Page 5 of
9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
Michael
S. Falk
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(see
instructions)
|
(a)
o
|
|
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
4,350,000
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
4,350,000
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,350,000
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (see instructions)
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.8%
of Common Stock
|
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
CUSIP
No. 36976P207
|
13D
|
Page 6 of
9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
Robert
L. Priddy
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(see
instructions)
|
(a)
o
|
|
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
4,350,000
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
4,350,000
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,350,000
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (see instructions)
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.8%
of Common Stock
|
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
CUSIP
No. 36976P207
|
13D
|
Page 7 of
9 Pages
|
EXPLANATORY
NOTE
This
Amendment No. 2 (this “Amendment”) amends the Statement of Beneficial Ownership
on Schedule 13D, originally filed with the Securities and Exchange Commission
(the “SEC”) on September 15, 2008 (the “Schedule 13D”), as amended by Amendment
No. 1 to the Schedule 13D filed with the SEC on June 12, 2009, on behalf of CVC
California, LLC (“CVC”), ComVest Capital, LLC (“Capital”), ComVest Capital
Management LLC (“Management”), Michael S. Falk and Robert L. Priddy
(collectively, the “Reporting Persons”). All capitalized terms not
otherwise defined in this Amendment shall have the meanings attributed to such
terms in the Schedule 13D.
On
September 4, 2008, General Environmental Management, Inc. (the “Issuer”) entered
into a series of agreements with CVC, including a Revolving Credit and Term Loan
Agreement (the "Agreement"), a Convertible Term Note (the "Convertible Note"),
three warrants (Nos. CV-1, CV-2 and CV-3) to purchase an aggregate of 3,000,000
shares of the Company's common stock (the “Warrants”) and a Registration Rights
Agreement (collectively, the “2008 Agreements”). The 2008 Agreements are more
fully described in the Schedule 13D. In June 2009 and September 2009,
CVC and the Issuer entered into certain amendments with respect to the 2008
Agreements. On February 26, 2010, the Issuer sold certain business
assets, and a majority of the proceeds of such sale were utilized to repay the
Convertible Note and certain other loan obligations owed to CVC, and to pay a
portion of the repurchase price in respect of the remaining outstanding
Warrants.
This
Schedule 13D is being filed by the Reporting Persons to disclose information
regarding the February 2010 transactions and to update the Reporting Persons’
beneficial ownership as a result of such transactions.
Item
3. Source and Amount of Funds or Other
Consideration
Item 3 is
hereby amended and restated in its entirety as follows:
The total
amount of funds required by CVC to purchase the Convertible Note and the
Warrants was $5,000,000 and was furnished from the working capital of
CVC. No funds were borrowed in connection with such
purpose. No funds were required on the part of CVC in connection with
the amendments effected in June 2009 (the “Initial Amendments”) or the
amendments effected in September 2009 (the “Second Amendments”), or in
connection with the repayment of the Convertible Note and the retirement of the
Warrants in February 2010.
Item
4. Purpose of Transaction
Item 3 is
hereby amended and restated in its entirety as follows:
CVC
acquired the Convertible Note and the Warrants in connection with a commercial
loan made in the ordinary course of its business.
The
Initial Amendments were entered into to minimize the likelihood of default by
the Issuer and to facilitate the repayment terms under the Convertible
Note. Pursuant to the Initial Amendments, among other things, (i) the
Conversion Price (as such term is defined in the Convertible Note) under the
Convertible Note was reduced to $0.75 per share, subject to further adjustments
from time to time in accordance with the Convertible Note, (ii) the exercise
price of Warrant No. CV-2 held by CVC was amended to $0.70 per share of Common
Stock, subject to further adjustments from time to time in accordance with such
warrant, and (iii) Warrant No. CV-3 held by CVC was cancelled. CVC
entered into the Initial Amendments in the ordinary course of its business, and
in connection with the Initial Amendments, CVC purchased 600,000 shares of
Common Stock at a price of $.01 per share (which was paid by crediting the
aggregate purchase price to the outstanding balance of the Issuer’s revolving
credit loans owed to CVC).
|
CUSIP
No. 36976P207
|
13D
|
Page 8 of
9 Pages
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The
Second Amendments were entered into to restructure the payment terms applicable
to the Issuer’s credit facilities with CVC. Pursuant to the Second
Amendments, among other things, (i) the Conversion Price under the Convertible
Note was reduced to $0.60 per share, subject to further adjustments from time to
time in accordance with the Convertible Note, and (ii) Warrants Nos. CV-1 and
CV-2 were consolidated into a single Warrant (No. CV-4) covering an aggregate of
2,700,000 shares of common stock of the Issuer, at a reduced exercise price of
$0.01 per share.
On
February 26, 2010, in connection with the Issuer’s sale of substantial business
assets, CVC exercised its right to require the Issuer to repurchase Warrant No.
CV-4 for an aggregate purchase price of $2,000,000, of which $500,000 was paid
in cash out of the proceeds of the asset sale, and the remaining $1,500,000 was
paid through the issuance to CVC of 3,750,000 shares of Common
Stock.
As a
result of the aforedescribed transactions, all of the Warrants have been
canceled, and CVC now holds the 600,000 shares of Common Stock purchased in
connection with the Initial Amendments and the 3,750,000 shares of Common Stock
issued in partial payment of the redemption price for the Warrants.
Other
than as set forth above, the Reporting Persons have no present plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons may, at any time and from time to time, renew or reconsider their
position and formulate plans or proposals with respect to any of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule
13D.
Item
5. Interest in Securities of the Issuer
Item 5 is
hereby amended and restated in its entirety as follows:
(a) and
(b)
The
Reporting Persons beneficially own Common Shares as follows:
|
Name
|
Number
of shares of Common Stock
|
Sole or
Shared
Voting
(2)
|
Sole or Shared
Dispositive
(2)
|
%
of Total
Outstanding
(1)
|
|
|
|
|
|
|
|
CVC
California, LLC
|
4,350,000
|
Shared
|
Shared
|
23.8%
|
|
|
|
|
|
|
|
ComVest
Capital LLC
|
4,350,000
|
Shared
|
Shared
|
23.8%
|
|
|
|
|
|
|
|
ComVest
Capital Management LLC
|
4,350,000
|
Shared
|
Shared
|
23.8%
|
|
|
|
|
|
|
|
Michael
S. Falk
|
4,350,000
|
Shared
|
Shared
|
23.8%
|
|
|
|
|
|
|
|
Robert
L. Priddy
|
4,350,000
|
Shared
|
Shared
|
23.8%
|
|
|
|
|
|
|
|
Total:
|
4,350,000
|
|
|
23.8%
|
(1) The
calculation of the percentage is based on 18,307,653 shares of Common Stock
outstanding (based on the 14,557,653 shares of Common Stock outstanding as of
December 31, 2009, as reported in the Issuer’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2009 filed with the Securities and Exchange
Commission on April 15, 2010 plus the 3,750,000 shares of Common Stock which the
Issuer issued to CVC in connection with the February 2010
transactions.
|
CUSIP
No. 36976P207
|
13D
|
Page 9 of
9 Pages
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(2) CVC
directly beneficially owns the securities identified above in the form of direct
ownership of 4,350,000 shares of Common Stock. Capital indirectly beneficially
owns the securities identified above by virtue of the fact that Capital is the
sole member and the managing member of CVC. Management indirectly
beneficially owns the securities identified above by virtue of the fact that
Management is the managing member of Capital In their capacity as
Managing Members of Management, Messrs. Falk and Priddy share indirect voting
and dispositive power with respect to the securities indirectly beneficially
owned by Management and may be deemed to be the beneficial owner of such
securities, although Messrs. Falk and Priddy disclaim beneficial interest in
such securities other than that portion which corresponds with their membership
interest in Management.
(c)
No
Reporting Person has effected any transactions with respect to the Common Stock
in the past 60 days, other than the transaction reported herein.
(d)
No
person (other than the Reporting Persons) is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Shares.
(e)
Not
applicable.
SIGNATURE
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.
Dated as
of May 19, 2010
|
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CVC
CALIFORNIA, LLC
|
|
|
|
|
|
|
|
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By:
/s/ Cecilio M.
Rodriguez
|
|
|
Name:
Cecilio M. Rodriguez
|
|
|
Title:
Chief Financial Officer
|
|
|
|
|
|
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COMVEST
CAPITAL, LLC
|
|
|
|
|
|
|
|
|
By:
/s/ Cecilio M.
Rodriguez
|
|
|
Name:
Cecilio M. Rodriguez
|
|
|
Title:
Chief Financial Officer
|
|
|
|
|
|
|
|
|
COMVEST
CAPITAL MANAGEMENT LLC
|
|
|
|
|
|
|
|
|
By:
/s/ Cecilio M.
Rodriguez
|
|
|
Name:
Cecilio M. Rodriguez
|
|
|
Title:
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Robert L.
Priddy
|
|
|
Robert
L. Priddy, Individually
|
|
|
|
|
|
|
|
|
|
|
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/s/ Michael S.
Falk
|
|
|
Michael
S. Falk, Individually
|