SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
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.___)*
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General
Environmental Management, Inc.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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36976P207
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(CUSIP
Number)
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Kenneth
Parzygnat
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|
CVC
California, LLC
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One
North Clematis Street, Suite #300
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West
Palm Beach, Florida 33401
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Telephone:
(561) 868-6060
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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August
31, 2008
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(Date
of Event Which Requires Filing of this
Statement)
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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
¨
.
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
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13D
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Page
2
of
11 Pages
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1
|
NAMES
OF REPORTING PERSONS
CVC
California, LLC
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(see
instructions)
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(a)
¨
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(b)
¨
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|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
(see instructions)
WC
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|
5
|
CHECK 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
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
5,166,666
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
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SHARED
DISPOSITIVE POWER
5,166,666
|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,166,666
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(see instructions)
|
¨
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|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.0%
of Common Stock
|
|
14
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TYPE
OF REPORTING PERSON
(see instructions)
OO
(Limited Liability
Company)
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CUSIP
No. 36976P207
|
13D
|
Page
3
of
11 Pages
|
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
ComVest
Capital, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(see
instructions)
|
(a)
¨
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(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
(see instructions)
None
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM
2(d) or 2(e)
|
¨
|
|
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
5,166,666
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
5,166,666
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,166,666
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(see instructions)
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.0%
of Common Stock
|
|
14
|
TYPE
OF REPORTING PERSON
(see instructions)
OO
(Limited Liability
Company)
|
|
|
|
|
|
CUSIP
No. 36976P207
|
13D
|
Page
4
of
11 Pages
|
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
ComVest
Capital Management LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(see
instructions)
|
(a)
¨
|
|
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
(see instructions)
None
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM
2(d) or 2(e)
|
¨
|
|
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
5,166,666
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
5,166,666
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,166,666
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(see instructions)
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.0%
|
|
14
|
TYPE
OF REPORTING PERSON
(see instructions)
OO
(Limited Liability
Company)
|
|
|
|
|
|
CUSIP
No. 36976P207
|
13D
|
Page
5
of
11 Pages
|
|
|
|
|
1
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NAMES
OF REPORTING PERSONS
ComVest
Group Holdings LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(see
instructions)
|
(a)
¨
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|
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
(see instructions)
None
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM
2(d) or 2(e)
|
¨
|
|
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
5,166,666
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
5,166,666
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,166,666
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(see instructions)
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
29.0%
|
|
14
|
TYPE
OF REPORTING PERSON
(see instructions)
OO
(Limited Liability
Company)
|
|
|
|
|
|
CUSIP
No. 36976P207
|
13D
|
Page
6
of
11 Pages
|
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
Michael
S. Falk
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(see
instructions)
|
(a)
¨
|
|
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
(see instructions)
None
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM
2(d) or 2(e)
|
¨
|
|
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
5,166,666
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
5,166,666
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,166,666
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(see instructions)
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
29.0%
|
|
14
|
TYPE
OF REPORTING PERSON
(see instructions)
IN
|
|
|
|
|
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CUSIP
No. 36976P207
|
13D
|
Page
7
of
11 Pages
|
SCHEDULE
13D
EXPLANATORY
NOTE
General
Environmental Management, Inc., (the “Issuer”) entered into a Revolving Credit
and Term Loan Agreement (the “Loan Agreement”) with CVC California, LLC (“CVC”)
dated as of August 31, 2008, pursuant to which CVC received a Convertible Term
Note (the “Note”) in an aggregate principal amount of $6,500,000 and warrants
(the “Warrants”) to purchase shares of common stock, par value $0.001 per share
of the Issuer (the “Common Stock”). The Note, which bears interest at a rate of
9.5%, is immediately convertible at the option of the holder into shares of
Common Stock at a price of $3.00 per share and becomes due and payable on August
31, 2011. The Warrants are exercisable for 1,350,000 shares of Common Stock,
at
an exercise price of $0.60 per share, 1,350,000 shares of Common Stock at an
exercise price of $1.19 per share, and 300,000 shares of Common Stock at an
exercise price of $2.25 per share. Copies of the Loan Agreement, the Note,
and
the Warrants are attached as exhibits to this filing and incorporated by
reference herein.
This
Schedule 13D (this “Schedule 13D”) is being filed by CVC to disclose its
beneficial ownership of 29.0% of the Issuer’s outstanding Common Stock.
Item
1. Security and Issuer
This
on
Schedule 13D relates to the Common Stock of the Issuer. The Issuer is organized
as a Nevada corporation and has its principal executive offices at 3191 Temple
Ave., Suite 250, Pomona, California 91768.
Item
2. Identity and Background
(a)
This
Schedule 13D is filed jointly by CVC, ComVest Capital, LLC (“Capital”), ComVest
Capital Management LLC (“Management”), ComVest Group Holdings LLC (“CGH”) and
Michael S. Falk (collectively, the “Reporting Persons”).
(b)
Each
Reporting Person has a business address of One North Clematis Street, Suite
#300, West Palm Beach, Florida 33401.
(c)
The
principal business of CVC, Capital, Management and CGH is investing in and
administering ownership of securities. Mr. Falk is the Chairman and the
principal member of CGH.
(d)
and (e)
To
the
knowledge of each Reporting Person, none of the Reporting Persons have, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil proceeding
of a
judicial or administrative body of competent jurisdiction which resulted in
a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f)
CVC,
Capital, Management and CGH are limited liability companies organized under
the
laws of the state of Delaware. Mr. Falk is a citizen of the United States of
America.
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CUSIP
No. 36976P207
|
13D
|
Page
8
of
11 Pages
|
Item
3. Source and Amount of Funds or Other Consideration
The
total
amount of funds required by CVC to purchase the 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.
Item
4. Purpose of Transaction
The
Reporting Person acquired the Note and Warrants in a commercial loan made in
the
ordinary course of its business.
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
(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
|
|
|
5,166,666
|
|
|
Shared
|
|
|
Shared
|
|
|
29.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ComVest
Capital Management LLC
|
|
|
5,166,666
|
|
|
Shared
|
|
|
Shared
|
|
|
29.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ComVest
Group Holdings, LLC
|
|
|
5,166,666
|
|
|
Shared
|
|
|
Shared
|
|
|
29.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
S. Falk
|
|
|
5,166,666
|
|
|
Shared
|
|
|
Shared
|
|
|
29.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
5,166,666
|
|
|
|
|
|
|
|
|
29.0
|
%
|
(1)
The
calculation of the percentage is based on 12,673,885 Common Shares outstanding
as of August 13, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2008 filed with the Securities and
Exchange Commission on August 14, 2008.
(2)
CVC
directly beneficially owns the securities identified above in the form of a
Convertible Term Note exercisable into 2,166,666 shares of Common Stock and
in
the form of warrants to purchase 1,350,000 shares of Common Stock at $0.60
per
share, 1,350,000 shares of Common Stock at $1.19 per share and 300,000 shares
of
Common Stock at $2.25 per share. 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. CGH indirectly beneficially owns the securities
identified above by virtue of the fact that CGH is the managing member of
Management. In his capacity as Chairman and principal member of CGH, Mr. Falk
shares indirect voting and dispositive power with respect to the securities
indirectly beneficially owned by CGH and may be deemed to be the beneficial
owner of such securities, although Mr. Falk disclaims beneficial interest in
such securities other than that portion which corresponds with his membership
interest in CGH.
(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.
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|
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|
CUSIP
No. 36976P207
|
13D
|
Page
9
of
11 Pages
|
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
See
Explanatory Note.
Item
7. Material to be Filed as Exhibits
Exhibit
1
- Agreement of Joint Filing, dated as of September 15, 2008, by and among the
Reporting Persons.
Exhibit
2
- Revolving Credit and Term Loan Agreement between CVC and the
Issuer.
Exhibit
3
- Convertible Term Note issued by the Issuer.
Exhibit
4
- Warrant No. CV-1, Warrant to Purchase Shares of Common Stock issued by the
Issuer.
Exhibit
5
- Warrant No. CV-2, Warrant to Purchase Shares of Common Stock issued by the
Issuer.
Exhibit
6
- Warrant No. CV-3, Warrant to Purchase Shares of Common Stock issued by the
Issuer.
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 September 15, 2008
|
CVC
CALIFORNIA, LLC
|
|
|
|
|
By:
|
/s/
Cecilio M. Rodriguez
|
|
Name:
|
Cecilio
M. Rodriguez
|
|
Title:
|
Chief
Financial Officer
|
|
|
|
|
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
Executive Officer
|
|
|
|
|
COMVEST
GROUP HOLDINGS LLC
|
|
|
|
|
By:
|
/s/
Cecilio M. Rodriguez
|
|
Name:
|
Cecilio
M. Rodriguez
|
|
Title:
|
Treasurer
|
|
|
|
|
/s/
Michael S. Falk
|
|
Michael
S. Falk, Individually
|
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