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DSS, INC. Proxy Solicitation & Information Statement 2019

Dec 5, 2019

35136_psi_2019-12-05_72e860c0-19ad-4f63-8962-6bcfff05b6cd.zip

Proxy Solicitation & Information Statement

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DFAN14A 1 dfan14a1219_documentsec.htm FORM DFAN14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

| DOCUMENT
SECURITY SYSTEMS, INC. |
| --- |
| (Name
of Registrant as Specified in Its Charter) |
| J.
MARVIN FEIGENBAUM BARINDER ATHWAL BRIAN MIRMAN |
| (Name
of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |

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(1) Title of each class of securities to which transaction applies:

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Following review of the various stockholder and beneficial owners lists, J. Marvin Feigenbaum, Barinder Athwal and Brian Mirman (collectively the “Concerned Shareholders”) have reached the unfortunate conclusion that director slate put forward by the Concerned Shareholders is highly unlikely to prevail in the contested director elections at the annual meeting of shareholders of Document Security Systems, Inc. (“DSS”) scheduled for this coming Monday, December 9, 2019 (the “2019 Annual Meeting”).

The private placement on November 1, 2019 of six million (6,000,000) shares of the DSS’ common stock to Mr. Chan, the Company’s largest single shareholder and Chairman, irremediably tipped the scales in favor of the Board’s slate for the vote at the 2019 Annual Meeting. As we previously noted, in our opinion this private placement to Mr. Chan on the eve of the record date for the 2019 Annual Meeting served no legitimate business purpose of DSS and had the unfortunate consequence of entrenching Mr. Chan as DSS’ largest shareholder with approximately one-third (1/3) of DSS’ outstanding voting stock post-transaction. Under these circumstances, we did not see any benefit to the DSS shareholders of our continuing efforts and investment of resources to promote our slate of directors.

Accordingly, the Concerned Shareholders hereby notify that they are withdrawing their slate of Directors. The slate of directors we proposed are withdrawing their nominations.

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