Attached files
| file | filename |
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| EX-4.1 - DOCUMENT SECURITY SYSTEMS INC | v174783_ex4-1.htm |
| EX-10.2 - DOCUMENT SECURITY SYSTEMS INC | v174783_ex10-2.htm |
| EX-10.4 - DOCUMENT SECURITY SYSTEMS INC | v174783_ex10-4.htm |
| EX-10.9 - DOCUMENT SECURITY SYSTEMS INC | v174783_ex10-9.htm |
| EX-10.7 - DOCUMENT SECURITY SYSTEMS INC | v174783_ex10-7.htm |
| EX-10.5 - DOCUMENT SECURITY SYSTEMS INC | v174783_ex10-5.htm |
| EX-10.3 - DOCUMENT SECURITY SYSTEMS INC | v174783_ex10-3.htm |
| EX-10.8 - DOCUMENT SECURITY SYSTEMS INC | v174783_ex10-8.htm |
| EX-99.1 - DOCUMENT SECURITY SYSTEMS INC | v174783_ex99-1.htm |
| EX-10.6 - DOCUMENT SECURITY SYSTEMS INC | v174783_ex10-6.htm |
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
Date of
Report (Date of earliest event reported): February, 12,
2010
DOCUMENT
SECURITY SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
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New
York
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1-32146
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16-1229730
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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First
Federal Plaza, Suite 1525
28
East Main Street
Rochester,
NY
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14614
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (585) 325-3610
Not
Applicable
(Former
name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01 Completion of Acquisition or Disposition of Assets
On
February 12, 2010, the Company acquired all of the outstanding common stock of
Premier Packaging Corporation from Robert B. and Joan T. Bzdick for
$2,000,000 in cash and 735,437 shares of the Company's common stock. In
connection with the transaction, the Company incurred secured bank debt in the
principal amount of $1,500,000 which was used to partially satisfy the purchase
price of the Premier common stock.
On
February 17, 2010, the Company issued a press release in connection with the
transaction, a copy of which has been filed as an exhibit to this Current Report
on Form 8 K. For further information concerning the transaction, reference
is made to the subject press release and to the Stock Purchase Agreement and
Employment Agreement all of which are filed herewith as exhibits to
this report.
The
Company will file financial statements as required under Securities and Exchange
Commission rules within the time periods prescribed by those rules.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under
and Off-Balance Sheet Arrangement of Registrant
On February 12, 2010, the
Company’s newly acquired wholly owned subsidiary, Premier Packaging Corporation,
entered into a Credit Facility Agreement with RBS Citizens, N.A. (“Citizens
Bank”) pursuant to which Citizens Bank provided Premier Packaging
Corporation with a term loan of $1,500,000, and a revolving line of
$1,000,000. The Credit Facility Agreement contains customary
representations and warranties, affirmative and negative covenants, and events
of default and is secured by all of the assets of Premier Packaging
Corporation. The credit facilities are also secured by cross
guarantees by Document Security Systems, Inc., and its other wholly owned
subsidiaries, Plastic Printing Professionals, Inc. and Secuprint,
Inc.
The $1,500,000 term loan matures March
1, 2013 and is payable in 35 monthly payments of $25,000 plus interest
commencing March 1, 2010 and a payment of $625,000 on the 36
month. Interest accrues at 1 Month LIBOR plus
3.75%. The proceeds of the term loan were used as partial
payment of the purchase of all of the outstanding common stock of Premier
Packaging Corporation. The $1,000,000 revolving line of
credit matures on February 12, 2011 and is payable in monthly installments of
interest only beginning on March 1, 2010. Interest accrues at 1 Month LIBOR plus
3.75%.
The summary of the material provisions
of the credit facility Citizens Bank set forth above is qualified in its
entirety by reference to the Credit Facility Agreement and related agreements
filed as exhibits hereto.
Item
3.02 Unregistered Sales of Equity
Securities.
On February 17, 2010, the Company
completed the sale of 20 investment units in a private placement pursuant to
subscription agreements with six accredited investors. Each
investment unit was comprised of 5,000 shares of the Company’s common stock and
five year warrants to purchase 1,000 shares of common stock at an exercise price
of $3.50 per share. In the transaction, the Company sold 20 investment units for
$15,000 per unit for gross cash proceeds of $300,000, consisting of 100,000
shares of common stock and warrants to purchase an aggregate of 20,000 shares of
common stock. In connection with these sales EKN Financial Services
Inc., a registered broker-dealer, acted as non-exclusive placement
agent. EKN Financial Services, Inc. received a cash fee in the
aggregate of $30,000 as commission for these sales. On February 17, 2010,
the Company also sold 20 investment units for gross cash proceeds of
$270,000, consisting of 100,000 shares of common stock and warrants to purchase
an aggregate of 20,000 shares of common stock. No placement agent fees were paid on
these sales.
Item
9.01 Financial Statements and Exhibits
(a)(b)
The financial statements and pro forma financial information for DPI will be
reported on an amended Current Report on Form 8-K not later than April 28,
2010.
(d)
Exhibits
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Exhibit
No.
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Description
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4.1
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Form
of Warrant to Purchase Common Stock of Document Security Systems, Inc.
dated January 28, 2010.
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10.2
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Stock
Purchase Agreement dated
as of February 12, 2010 by and among Robert B. Bzdick and Joan T.
Bzdick and Document Security Systems,
Inc.
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10.3
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Employment
Agreement
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10.4
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Acquisition
Term Loan Note dated February 12, 2010 by and among Premier Packaging
Corporation and RBS Citizens, N.A.
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10.5
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Revolving
Line Note dated February 12, 2010 by and among Premier Packaging
Corporation and RBS Citizens, N.A.
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10.6
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Credit
Facility Agreement dated February 12, 2010 by and among Premier Packaging
Corporation and RBS Citizens, N.A.
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10.7
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Security
Agreement dated February 12, 2010 by and between RBS Citizens, N.A. and
Document Security Systems, Inc,, Plastic Printing Professionals, Inc. and
Secuprint, Inc.
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10.8
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Guaranty
and Indemnity Agreement dated February 12, 2010 by and between RBS
Citizens, N.A. and Document Security Systems, Inc,, Plastic Printing
Professionals, Inc. and Secuprint,
Inc.
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10.9
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Form
of Subscription Agreement dated as of January 28, 2010 between Document
Security Systems, Inc. and the
Subscribers.
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99.1
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Press
Release
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SIGNATURE
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.
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DOCUMENT
SECURITY SYSTEMS, INC.
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Dated:
February 17, 2010
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By:
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/s/
Patrick A. White
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Patrick
A. White
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Chief
Executive
Officer
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