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): August 25, 2016

 

DOCUMENT SECURITY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

New York   001-32146   16-1229730

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

200 Canal View Boulevard

Suite 300

Rochester, NY

  14623
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (585) 325-3610

 

 

 

(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):

 

[  ] 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change to Fiscal Year

 

On August 25, 2016, Document Security Systems, Inc. (the “Company”) amended the Certificate of Incorporation of the Company under Section 805 of the New York Business Corporation Law pursuant to a Certificate of Amendment (the “Amendment”) filed with the Secretary of State of the State of New York. The Amendment, which, as previously reported, was approved by the stockholders at the Company’s Annual Meeting on July 19, 2016, affected a 1-for-4 reverse stock split of the Company’s common stock, effective at the close of business (Eastern Time) on August 25, 2016 (the “Effective Time”). No fractional shares of the Company’s common stock will be issued as a result of the reverse stock split. Instead, stockholders of record who otherwise would be entitled to receive fractional shares will be entitled to a rounding up of their fractional share to the nearest whole share, except in the case of any stockholder that owns less than four shares of the Company’s common stock immediately preceding the Effective Time of the reverse stock split. In such case, such stockholder will receive cash for such fractional share in an amount equal to the product obtained by multiplying: (x) the closing sale price of the common stock on August 25, 2016 as reported on the NYSE MKT, by (y) the amount of the fractional share.

 

The forgoing description is a summary only, does not purport to set forth the complete terms of the Amendment, and is qualified in its entirety by reference to the Amendment filed as Exhibit 3.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

3.1 Certificate of Amendment of the Certificate of Incorporation of Document Security Systems, Inc. effective August 25, 2016.

 

 
   

 

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.

 

  DOCUMENT SECURITY SYSTEMS, INC.
     
Dated: August 26, 2016 By: /s/ Jeffrey Ronaldi
    Jeffrey Ronaldi
    Chief Executive Officer

 

 
   

 

 

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

DOCUMENT SECURITY SYSTEMS, INC.

Under Section 805 of the New York Business Corporation Law

 

The undersigned, being the Chief Executive Officer of Document Security Systems, Inc. (the “Corporation”), hereby certifies as follows:

 

  1. The name of the Corporation is Document Security Systems, Inc. The name under which the Corporation was formed was Thoroughbreds, U.S.A., Inc.
     
  2. The Certificate of Incorporation was originally filed on May 30, 1984 in the name of Thoroughbreds, U.S.A., Inc. A Certificate of Amendment was filed on June 10, 1985. A Certificate of Amendment was filed on July 8, 1986 changing the name of the Corporation to New Sky Communications, Inc. A Certificate of Amendment was filed on February 3, 2003 changing the name of the Corporation to Document Security Systems, Inc. A Certificate of Correction of the Certificate of Amendment was filed on October 20, 2003.
     
    The Corporation is currently authorized to issue 200,000,000 shares of Capital Stock with a par value of $0.02, of which 51,906,948 are issued and 148,093,052 are unissued. The Certificate of  Amendment of the Certificate of Incorporation effected by this Certificate of Amendment is to amend the total number of issued shares from 51,906,948 to 12,976,737 at a rate of 4 to 1, and increase the unissued shares from 148,093,052 to 187,023,263 by adding an additional 38,930,211. As a result of this Certificate of Amendment, 51,906,948 issued shares of Common Stock of the Corporation, par value $0.02, shall be changed into 12,976,737 such shares, par value $0.02.  As a result of this Certificate of Amendment, there will be 187,023,263 authorized but unissued shares of Common Stock of the Corporation, par value $0.02. Paragraph FOURTH of the Certificate of Incorporation shall be amended to read in its entirety as follows:
     
    FOURTH:  The Corporation is currently authorized to issue 200,000,000 shares of common stock, with a par value of $0.02.
     
    (a) Upon the filing of the Certificate of Amendment on August 25, 2016 with the New York Department State (the Record Date), the shares of the Corporation’s Common Stock issued and outstanding shall automatically be changed into a smaller number of shares such that each 4 shares of the Corporation’s issued and outstanding Common Stock, par value $0.02 per share, as of the Record Date are hereby changed into one validly issued, fully paid and nonassessable share of Common Stock, par value $0.02 per share, without any further action by the Corporation or the holder thereof. No fractional shares of the Corporation’s Common Stock will be issued as a result of the stock change. Instead, stockholders of the Record Date who otherwise would be entitled to receive fractional shares will be entitled to a rounding up of their fractional share to the nearest whole share, except in the case of any stockholder that owns less than 4 shares of the Corporation’s Common Stock immediately preceding the Record Date. In such case, such stockholder will receive cash for such fractional share in an amount equal to the product obtained by multiplying: (x) the closing sale price of the Common Stock on August 25, 2016 as reported on the NYSE MKT, by (y) the amount of the fractional share.

 

 
 

 

    (b) Each certificate that, immediately prior to the Record Date, represented shares of Common Stock that were issued and outstanding immediately prior to the Record Date shall, from and after the Record Date, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Record Date into which the shares of Common Stock formerly represented by such certificate shall have been changed (as well as the right to receive a whole share in lieu of a fractional share of Common Stock), except as provided in Section (a) hereof regarding stockholders owning less than 4 shares who shall, automatically and without the necessity of presenting the same for exchange,  have a right to receive cash as provided in Section (a).
     
  3. This Certificate of Amendment to the Certificate of Incorporation was authorized by the vote of the Board of Directors of the Corporation and a vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders, pursuant to Section 803 of the New York Business Corporation Law.

 

[The next page is the signature page]

 

 
 

 

In witness whereof, the undersigned has executed this Certificate of Amendment this the 25th day of August, 2016.

 

  DOCUMENT SECURITY SYSTEMS, INC.
     
  By: /s/ Jeffrey Ronaldi
    Jeffrey Ronaldi
  Its: Chief Executive Officer