AI assistant
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
Open in viewerOpens in your device viewer
DFAN14A 1 dfan14a1219_documentsec.htm FORM DFAN14A
Field: Rule-Page
Field: /Rule-Page
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) |
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
Field: Rule-Page
Field: /Rule-Page
(2) Aggregate number of securities to which transaction applies:
Field: Rule-Page
Field: /Rule-Page
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
Field: Rule-Page
Field: /Rule-Page
(4) Proposed maximum aggregate value of transaction:
Field: Rule-Page
Field: /Rule-Page
(5) Total fee paid:
Field: Rule-Page
Field: /Rule-Page
☐ Fee paid previously with preliminary materials:
Field: Rule-Page
Field: /Rule-Page
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
Field: Rule-Page
Field: /Rule-Page
(1) Amount previously paid:
Field: Rule-Page
Field: /Rule-Page
(2) Form, Schedule or Registration Statement No.:
Field: Rule-Page
Field: /Rule-Page
(3) Filing Party:
Field: Rule-Page
Field: /Rule-Page
(4) Date Filed:
Field: Rule-Page
Field: /Rule-Page
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Field: Rule-Page
Field: /Rule-Page
Field: Page; Sequence: 1
Field: /Page
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.
Field: Page; Sequence: 2; Options: Last
Field: /Page