UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2014
or
¨ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________
to __________
Commission file number 001-32146 |
DOCUMENT SECURITY SYSTEMS, INC. |
(Exact name of registrant as specified in its charter) |
New York |
|
16-1229730 |
(State or other jurisdiction of incorporation or
organization) |
|
(I.R.S.Employer Identification No.) |
First
Federal Plaza
28 East Main Street, Suite 1525
Rochester, New York 14614 |
(Address of principal executive offices) |
(585) 325-3610 |
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
|
Name of each
exchange on which registered |
Common Stock, par value $0.02 per share |
|
NYSE MKT LLC |
Indicate by check mark if the
registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.
YES
¨ NO x
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
YES ¨ NO x
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
YES x NO
¨
Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated
Filer (Do not check if a smaller reporting company) ¨ Smaller
Reporting Company x
Indicate
by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). YES ¨
NO x
The aggregate market value
of the registrant’s common stock held by non-affiliates of the registrant computed by reference to the closing price of
such common stock as reported on the NYSE MKT LLC exchange on June 30, 2014, was $60,608,173.
The number of shares of the
registrant’s common stock outstanding as of March 24, 2015, was 46,272,404.
EXPLANATORY NOTE
This Amendment
No. 1 on Form 10-K/A (this “Form 10-K/A”) to the Annual Report on Form 10-K of Document Securities System, Inc. (the
“Company,” “DSS,” “we,” “us” or “our”) for the year ended December
31, 2014, filed with the Securities and Exchange Commission on March 30, 2014 (the “Original 10-K”), is being filed
for the purposes of including the information required by Part III (Items 10-14) of Form 10-K. At that time the Company filed
the Original 10-K, it intended to file a definitive proxy statement for its 2015 Annual Meeting of Stockholders within 120 days
after the end of its fiscal year pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended.
Because the Company will not file the definitive proxy statement within such 120-day period, the omitted information is filed
herewith and provided below as required.
As a result,
Part III, Items 10-14 of the Company's Original 10-K are hereby amended and restated in their entirety. In addition, Part II,
Item 9B is amended and restated in its entirety to provide the anticipated date of our 2015 Annual Meeting of Stockholders.
Except
as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original 10-K, and such disclosure
in, or exhibits to, the Original 10-K remain unchanged and speak as of the date of the filing of the Original 10-K. In
particular, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after
the date of the Original 10-K.
Document Security Systems Inc.
Annual Report on Form 10-K
Table
of Contents
Forward-looking
statements that may appear in this Form 10-K/A, including without limitation, statements related to the Company’s plans,
strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act and contain the words “believes,” “anticipates,” “expects,”
“plans,” “intends” and similar words and phrases. These forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement.
In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties
that could result in those differences include, but are not limited to, those discussed under Part I, Item 1A “Risk
Factors” in the Original 10-K. The forward-looking statements are made as of the date of this Form 10-K/A, and we assume
no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected
in the forward-looking statements. Investors should consult all of the information set forth in this Form 10-K/A and the other
information set forth from time to time in our reports filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, including our reports on Forms 10-Q and 8-K.
PART II
ITEM 9B - OTHER INFORMATION
DSS intends to hold its 2015 Annual Meeting
of Stockholders on August 26, 2015.
PART III
ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
Directors
The Company’s
Board of Directors currently consists of seven directors. Biographical and certain other information concerning the Company’s
directors is set forth below. There are no familial relationships among any of our directors. Except as indicated below, none
of our directors is a director in any other reporting companies. None of our directors has been affiliated with any company that
has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our directors, or any
associate of any such director is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or
any of our subsidiaries.
Name |
|
Age |
|
Director Since |
|
Principal Occupation or
Occupations and Directorships |
Robert B. Fagenson |
|
66 |
|
2004 |
|
Robert
B. Fagenson spent the majority of his career at the New York Stock Exchange, where he was Managing Partner of one of the
largest specialist firms operating on the exchange trading floor. Having sold his firm and subsequently retired from that
business in 2007, he has since been the Chief Executive Officer of Fagenson & Co., Inc., a 50-year-old broker dealer
that is engaged in institutional brokerage as well as investment banking and money management. On March 1, 2012, Fagenson
& Co., Inc. transferred its brokerage operations, accounts and personnel to National Securities Corporation and now
operates as a branch office of that firm. On April 4, 2012, Mr. Fagenson was elected Chairman of the Board of National
Holdings Corporation, which is the parent of National Securities Corporation, a full line broker dealer with offices around
the United States. On January 1, 2015, Mr. Fagenson was named CEO of National Holdings Corporation.
During his career as
a member of the New York Stock Exchange beginning in 1973, Mr. Fagenson has served as a Governor on the trading floor
and was elected to the NYSE Board of Directors in 1993, where he served for six years, eventually becoming Vice Chairman
of the Board in 1998 and 1999. He returned to the NYSE Board in 2003 and served as a director until the board was reconstituted
with only non-industry directors in 2004.
Mr. Fagenson has previously
served on the boards of a number of public companies and is presently the Non-Executive Chairman of the Board of Directors of
Document Security Systems, Inc. He has served as a director for the Company since 2004, and as the Board’s Non-Executive
Chairman since 2008. He is also a Director of the National Organization of Investment Professionals (NOIP). |
Name |
|
Age |
|
Director Since |
|
Principal Occupation or
Occupations and Directorships |
|
|
|
|
|
|
In addition to his business related activities, Mr. Fagenson serves as Vice President and a director of New York Services for the Handicapped, Treasurer and director of the Centurion Foundation, Director of the Federal Law Enforcement Officers Association Foundation, Treasurer and director of the New York City Police Museum and as a member of the Board of the Sports and Arts in Schools Foundation. He is a member of the alumni boards of both the Whitman School of Business and the Athletic Department at Syracuse University. He also serves in a voluntary capacity on the boards and committees of many civic, social and community organizations. Mr. Fagenson received his B.S. degree in Transportation Sciences & Finance from Syracuse University in 1970.
Mr. Fagenson’s
experience on boards of other public companies and his experience at the New York Stock exchange qualifies him to serve on our
board of directors |
|
|
|
|
|
|
|
Jeffrey Ronaldi |
|
49 |
|
2013 |
|
Jeffrey
Ronaldi has served has as the Company’s Chief Executive Officer and director since the closing of the Merger on
July 1, 2013. Mr. Ronaldi had previously served as DSSTM’s Chief Executive Officer since November 9, 2012. He also
has served since July 2011 as Managing Director at HPR Capital, LLC; since January 2008 he has also served as Managing
Partner of CTD Group, LLC and since June 2005, he has served as Managing Director of SSL Services, LLC. From November
2008 to November 2010, he served as Chief Executive Officer at Turtle Bay Technologies, an intellectual property management
firm that provides strategic capital, asset management services and guidance for intellectual property owners. Since August
2008, Mr. Ronaldi has provided consulting services to Juridica Investments Ltd., a closed-end investment fund listed on
the Alternative Investment Market (AIM) of the London Stock Exchange. Mr. Ronaldi’s experience with Turtle Bay Technologies
and management of intellectual property qualifies him to serve on our board of directors.
|
Robert B. Bzdick |
|
60 |
|
2010 |
|
Robert B. Bzdick joined the Company on February 17, 2010 as Chief Operating
Officer after the Company’s acquisition of its wholly-owned subsidiary, Premier Packaging Corporation, for which Mr.
Bzdick was the Chief Executive Officer. Mr. Bzdick became a director of the Company in March 2010 and Chief Executive Officer
in December 2012. Mr. Bzdick resigned as Chief Executive Officer of the Company and was appointed President of the Company
on July 1, 2013. Prior to founding Premier Packaging Corporation in 1989, Mr. Bzdick held positions of Controller, Sales Manager,
and General Sales Manager at the Rochester, New York division of Boise Cascade, LLC (later Georgia Pacific Corporation). Mr.
Bzdick has over 29 years of experience in manufacturing and operations management in the printing and packaging industry.
Mr. Bzdick brings his considerable packaging and printing industry experience to the Company and our board of directors. |
Name |
|
Age |
|
Director Since |
|
Principal Occupation or
Occupations and Directorships |
Peter Hardigan |
|
39 |
|
2013 |
|
Peter Hardigan has served
as the Company’s Chief Operating Officer and director since the closing of the Merger on July 1, 2013. Mr. Hardigan
had previously served as DSSTM’s Chief Operating Officer and a director since inception. Prior to joining DSSTM,
from August 2011 to August 2012, Mr. Hardigan was the Chief Financial Officer and Head of Investment Management at IP
Navigation Group, LLC (IPNav), where he was responsible for financial assessment of IPNav portfolio acquisitions. From
September 2007 to August 2011, Mr. Hardigan was Principal at Charles River Associates in New York and Frankfurt, where
he represented a range of Fortune 500 Companies and institutional investors involved in IP monetization. Prior to joining
Charles River Associates, from February 2005 to September 2007, Mr. Hardigan was a licensing officer at Columbia Technology
Ventures, where he was responsible for evaluation, commercial development and licensing of CTV’s life sciences portfolio.
Prior to CTV, from April 1999 to July 2003, Mr. Hardigan was a strategy consultant at Mainspring and IBM Business Consulting
Services (following IBM’s acquisition of Mainspring) where he advised Fortune 500 life sciences, financial services,
and consumer goods firms, with a focus on portfolio strategy and business development. Mr. Hardigan holds an MBA from
Columbia University and a B.A. from the University of Chicago. Mr. Hardigan’s experience and leadership as an executive
officer and director of DSSTM and experience in intellectual property monetization qualify him to serve on the Company’s
board of directors.
|
Ira A. Greenstein |
|
55 |
|
2004 |
|
Ira A. Greenstein is
President of Genie Energy Ltd., an energy services company. Prior to joining Genie Energy Ltd. in December 2011, Mr. Greenstein
served as President of IDT Corporation (NYSE: IDT), a provider of wholesale and retail telecommunications services and
continues to serve as counsel to the Chairman. Prior to joining IDT in January 2000, Mr. Greenstein was a partner in the
law firm of Morrison & Foerster LLP from February 1997 to November 1999, where he served as the chairman of the firm’s
New York Business Department. Concurrent to his tenure at Morrison & Foerster, Mr. Greenstein served as General Counsel
and Secretary of Net2Phone, Inc. from January 1999 to November 1999. Prior to 1997, Mr. Greenstein was an associate in
the New York and Toronto offices of Skadden, Arps, Meagher & Flom LLP. Mr. Greenstein also served on the Securities
Advisory Committee to the Ontario Securities Commission from 1992 through 1996. From 1991 to 1992, Mr. Greenstein served
as secondment counsel to the Ontario Securities Commission. Mr. Greenstein serves on the boards of Ohr Pharmaceutical,
Inc., NanoVibronix Inc., and Regal Bank of New Jersey. Mr. Greenstein is a member of the Dean’s
Council of the Columbia Law School Center on Corporate Governance. Mr. Greenstein received a B.S. from Cornell University
and a J.D. from Columbia University Law School. Mr. Greenstein was appointed to our Board of Directors in September 2004.
Mr. Greenstein provides
the Company with significant public company management experience, particularly in regards to legal and corporate governance matters,
mergers and acquisitions, and strategic planning. In addition, Mr. Greenstein’s extensive legal experience has provided
the Company insights and guidance throughout the Company’s patent litigation initiatives, all of which qualify him to serve
on our board of directors. |
Name |
|
Age |
|
Director Since |
|
Principal Occupation or
Occupations and Directorships |
Warren Hurwitz |
|
50 |
|
2013 |
|
Warren Hurwitz has served
as a director of the Company since the closing of the Merger on July 1, 2013. Mr. Hurwitz has served since March 2005
as a partner of Altitude Capital Partners, a private investment fund that he co-founded that is focused on investing in,
enforcing and protecting the rights of intellectual property assets. Prior to Altitude Capital Partners, Mr. Hurwitz was
a Senior Vice President at HSBC Capital (USA), the U.S. private equity arm of HSBC Group, from May 2001 through June 2004
and has held various positions within HSBC Markets (USA) Inc. from June 1994 through May 2001. Mr. Hurwitz received his
B.A. degree in Economics from the State University of New York at Albany and his MBA from Fordham University. Mr. Hurwitz’s
experience with Altitude Capital Partners and the investment, enforcement and protection of intellectual property rights
qualify him to serve on our board of directors.
|
Jonathon Perrelli |
|
43 |
|
2013 |
|
Jonathon Perrelli has
served as a director of the Company since the closing of the Merger on July 1, 2013. Mr. Perrelli is the Founder of Fortify
Ventures LLC, a seed and early stage venture fund, and has served as Managing Director since May 2011. Mr. Perrelli is
the Founder of SecureForce, LLC, or SecureForce, a cyber-security solutions provider serving the United States Department
of Defense and Intelligence, and served as President and Chief Executive Officer from December 2003 until December 2012.
Since January 2011, Mr. Perrelli has served as the Chairman of the Board of SecureForce. In addition to SecureForce, Mr.
Perrelli currently serves as a director of Inertial Labs Inc. and Venga, Inc. Mr. Perrelli’s experience and leadership
as an executive officer and director in technology and security companies qualify him to serve on the Company’s
board of directors.
|
There are
no legal proceedings that have occurred within the past ten years concerning our directors or nominees which involved a criminal
conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities
or banking industries, or a finding of securities or commodities law violations.
Code of Ethics
The Company
has adopted a Code of Ethics that establishes the standards of ethical conduct applicable to all directors, officers and employees
of the Company. A copy of the Code of Ethics covering all of our employees, directors and officers, is available on the Corporate
Governance section of our web site at www.dsssecure.com.
Audit Committee
The Company
has separately designated an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). The Audit Committee is responsible for, among other things, the appointment,
compensation, removal and oversight of the work of the Company’s independent registered public accounting firm, overseeing
the accounting and financial reporting process of the Company, and reviewing related person transactions. The Audit Committee
is currently comprised of Robert Fagenson and Warren Hurwitz. Robert Fagenson is qualified as a “financial expert”
as defined in Item 407 under Regulation S-K of the Securities Act of 1933, as amended. Each of the members of the Audit Committee
is an independent director (as defined under Sections 803A and 803B(2) of the NYSE MKT LLC Company Guide). The Audit Committee
operates under a written charter adopted by the Board of Directors, which can be found in the Corporate Governance section of
our web site, www.dsssecure.com.
Compensation and Management
Resources Committee
The
purpose of the Compensation and Management Resources Committee is to assist the Board in discharging its responsibilities relating
to executive compensation, succession planning for the Company's executive team, and to review and make recommendations to the
Board regarding employee benefit policies and programs, incentive compensation plans and equity-based plans.
The Compensation
and Management Resources Committee is responsible for, among other things, (a) reviewing all compensation arrangements for the
executive officers of the Company and (b) administering the Company’s stock option plans. The Compensation and Management
Resources Committee currently consists of Ira Greenstein, Robert Fagenson and Jonathon Perrelli. Each of the members of the Compensation
and Management Resources Committee is an independent director (as defined under Sections 803A and 805(c) of the NYSE MKT LLC Company
Guide). The Compensation and Management Resource Committee operates under a written charter adopted by the Board of Directors,
which can be found in the Corporate Governance section of our web site, www.dsssecure.com.
The duties
and responsibilities of the Compensation and Management Resources Committee in accordance with its charter are to review and discuss
with management and the Board the objectives, philosophy, structure, cost and administration of the Company's executive compensation
and employee benefit policies and programs; no less than annually, review and approve, with respect to the Chief Executive Officer
and the other executive officers (a) all elements of compensation, (b) incentive targets, (c) any employment
agreements, severance agreements and change in control agreements or provisions, in each case as, when and if appropriate, and
(d) any special or supplemental benefits; make recommendations to the Board with respect to the Company's major long-term incentive
plans, applicable to directors, executives and/or non-executive employees of the Company and approve (a) individual annual or
periodic equity-based awards for the Chief Executive Officer and other executive officers and (b) an annual pool of awards for
other employees with guidelines for the administration and allocation of such awards; recommend to the Board for its approval
a succession plan for the Chief Executive Officer, addressing the policies and principles for selecting a successor to the Chief
Executive Officer, both in an emergency situation and in the ordinary course of business; review programs created and maintained
by management for the development and succession of other executive officers and any other individuals identified by management
or the Compensation and Management Resources Committee; review the establishment, amendment and termination of employee benefits
plans, review employee benefit plan operations and administration; and any other duties or responsibilities expressly delegated
to the Compensation and Management Resources Committee by the Board from time to time relating to the Committee's purpose.
The Compensation
and Management Resources Committee may request any officer or employee of the Company or the Company's outside counsel to attend
a meeting of the Compensation and Management Resources Committee or to meet with any members of, or consultants to, the Compensation
and Management Resources Committee. The Company's Chief Executive Officer does not attend any portion of a meeting where the Chief
Executive Officer's performance or compensation is discussed, unless specifically invited by the Compensation and Management Resources
Committee.
The Compensation
and Management Resources Committee has the sole authority to retain and terminate any compensation consultant to be used to assist
in the evaluation of director, Chief Executive Officer or other executive officer compensation or employee benefit plans, and
shall have sole authority to approve the consultant's fees and other retention terms. The Compensation and Management Resources
Committee also has the authority to obtain advice and assistance from internal or external legal, accounting or other experts,
advisors and consultants to assist in carrying out its duties and responsibilities, and has the authority to retain and approve
the fees and other retention terms for any external experts, advisors or consultants.
Nominating and Corporate
Governance Committee
The Nominating
and Corporate Governance Committee is responsible for overseeing the appropriate and effective governance of the Company, including,
among other things, (a) nominations to the Board of Directors and making recommendations regarding the size and composition of
the Board of Directors and (b) the development and recommendation of appropriate corporate governance principles. The Nominating
and Corporate Governance Committee currently consists of Ira Greenstein and Jonathon Perrelli, each of whom is an independent
director (as defined under Section 803A of the NYSE MKT LLC Company Guide). The Nominating and Corporate Governance Committee
operates under a written charter adopted by the Board of Directors, which can be found in the Corporate Governance section of
our web site, www.dsssecure.com. The Nominating and Corporate Governance Committee does not have a formal policy that requires
it to consider any director candidates that might be recommended by stockholders, but adheres to the Company’s By-Laws provisions
and Securities and Exchange Commission rules relating to proposals by stockholders. The Nominating and Corporate Governance Committee
of the Board of Directors is responsible for identifying and selecting qualified candidates for election to the Board of Directors
prior to each annual meeting of the Company’s stockholders. In identifying and evaluating nominees for director, the
Committee considers each candidate’s qualities, experience, background and skills, as well as other factors, such as the
individual’s ethics, integrity and values which the candidate may bring to the Board of Directors.
EXECUTIVE OFFICERS
The
persons who are currently serving as executive officers of the Company are Jeffrey Ronaldi, Chief Executive Officer, Peter Hardigan,
Chief Operating Officer, Robert Bzdick, President, and Philip Jones, Chief Financial Officer. The biographies for each of Jeffrey
Ronaldi, Peter Hardigan and Robert Bzdick are set forth above in the information relating to the Company’s directors.
Philip
Jones, 46, joined the Company in 2005 as Controller and Principal Accounting Officer and has been the Company’s Chief Financial
Officer since May 2009. Mr. Jones also serves as the Company’s Vice President of Finance and Treasurer. Prior to joining
the Company, Mr. Jones held financial management positions at Zapata Corporation, a public holding company, and American Fiber
Systems, a private telecom company. In addition, Mr. Jones was a CPA at PriceWaterhouseCoopers and Arthur Andersen. Mr. Jones
holds a Bachelor’s Degree in Economics from SUNY Geneseo and a MBA from the Rochester Institute of Technology. Mr. Jones
is on the board of directors of U-Vend, Inc.
There are
no familial relationships among any of our officers or directors. None of our executive officers has been affiliated with any
company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our executive
officers or any associate of any such officer, is a party adverse to us or any of our subsidiaries or has a material interest
adverse to us or any of our subsidiaries.
Each executive
officer serves at the pleasure of the board of directors.
There are
no legal proceedings that have occurred within the past ten years concerning our executive officers which involved a criminal
conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities
or banking industries, or a finding of securities or commodities law violations.
Section 16(a) Beneficial
Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than ten percent
of our equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership with the Securities
and Exchange Commission. Based solely on our review of copies of such reports and representations from the Reporting Persons,
we believe that during the fiscal year ended December 31, 2014, all Reporting Persons were in compliance with the applicable requirements
of Section 16(a) of the Exchange Act.
ITEM 11 - EXECUTIVE COMPENSATION
Summary Compensation Table
The following
table sets forth the compensation earned by persons serving as the Company’s Chief Executive Officer during 2014 and its
two other most highly compensated executive officers who served the Company in 2014, referred to herein collectively as the “named
executive officers”, or NEOs, for services rendered to us for the years ended December 31, 2014 and 2013:
Name and Principal Position | |
Year | | |
Salary | | |
Bonus | | |
Stock Awards | | |
Option Awards (1) | | |
All Other Compensation (2) | | |
Total | |
| |
| | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Jeffrey
Ronaldi (3) | |
| 2014 | | |
| 350,000 | | |
| 70,000 | | |
| 60,000 | | |
| 151,184 | | |
| 1,186 | | |
| 632,370 | |
Chief Executive Officer | |
| 2013 | | |
| 137,308 | | |
| -- | | |
| -- | | |
| 753,910 | | |
| -- | | |
| 969,028 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Robert B. Bzdick
| |
| 2014 | | |
| 200,000 | | |
| 130,251 | | |
| -- | | |
| 86,390 | | |
| 24,285 | | |
| 440,926 | |
President
& Former Chief
Executive Officer (4) | |
| 2013 | | |
| 220,000 | | |
| 147,320 | | |
| -- | | |
| -- | | |
| 23,575 | | |
| 771,361 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Peter
Hardigan (5) | |
| 2014 | | |
| 250,000 | | |
| 50,000 | | |
| 30,000 | | |
| 107,988 | | |
| 1,186 | | |
| 439,174 | |
Chief Operating Officer | |
| 2013 | | |
| 98,077 | | |
| -- | | |
| -- | | |
| 753,910 | | |
| -- | | |
| 929,797 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Philip Jones
| |
| 2014 | | |
| 150,000 | | |
| -- | | |
| 9,000 | | |
| 39,040 | | |
| 1,186 | | |
| 199,226 | |
Chief Financial Officer | |
| 2013 | | |
| 121,154 | | |
| 25,000 | | |
| -- | | |
| -- | | |
| 1,212 | | |
| 147,366 | |
_____________________
| (1) | Represents the total
grant date fair value of option awards computed in accordance with FASB ASC 718. Our
policy and assumptions made in the valuation of share-based payments are contained in
Note 8 to our financial statements for the year ended December 31, 2014. |
| (2) | Includes
health insurance premiums and automobile expenses paid by the Company. |
| (3) | Effective
July 1, 2013, Mr. Ronaldi was appointed as Chief Executive Officer of the Company. He
was previously Chief Executive Officer of Lexington Technology Group, Inc. |
| (4) | Effective
December 1, 2012, Mr. Bzdick was appointed as Chief Executive Officer of the Company.
He had previously served as the Company’s Chief Operating Officer since February
2010. Mr. Bzdick resigned as Chief Executive Officer of the Company and was appointed
President of the Company on July 1, 2013. |
| (5) | Effective
July 1, 2013, Mr. Hardigan was appointed as Chief Operating Officer of the Company. He
was previously Chief Operating Officer of Lexington Technology Group, Inc. |
Employment and Severance Agreements
On February
12, 2010, the Company entered into a five-year employment agreement with Robert Bzdick to serve as Chief Operating Officer of
the Company (the “Bzdick Employment Agreement”). The Bzdick Employment Agreement automatically renews for a successive
five-year term unless either party gives notice to the other at least 90 days prior to the expiration of the initial term of its
desire to terminate the Bzdick Employment Agreement. Under the Bzdick Employment Agreement, Mr. Bzdick is entitled to an annual
base salary of $240,000 and an annual bonus of 10% of the adjusted net income of the Company’s packaging division.
If the Company elects not to renew the term for an additional five years for any reason except for cause, the Company will be
obligated to pay Mr. Bzdick $100,000 per year and health insurance premiums for Mr. Bzdick and his family for five years. The
Bzdick Employment Agreement also provides for non-competition covenants by Mr. Bzdick in favor of the Company for the longer of
(i) one year after the term of employment, or (ii) any period during which Mr. Bzdick receives severance payments.
On October
1, 2012, the Company and Robert Bzdick entered into Amendment No. 1 to the Bzdick Employment Agreement (the “Bzdick Amendment”)
which amended certain terms and provisions of the Bzdick Employment Agreement. The Bzdick Amendment became effective on July 1,
2013. Pursuant to the Bzdick Amendment, among other things, (i) the term of the Bzdick Employment Agreement was reduced from February
12, 2015 to December 31, 2014, and such term would be renewed automatically for a succeeding period of five years on the same
terms and conditions as set forth in the Bzdick Amendment, unless either party, at least 90 days prior to expiration of the term,
provided written notice to the other party of its intention not to renew the term. In 2014, the Company elected to renew the term
for an additional five years. Mr. Bzdick’s base salary is $200,000 annually.
On October
1, 2012, the Company entered into a letter agreement with Philip Jones (the “Jones Letter Agreement”) which became
effective on the date of consummation of the Merger. Under the Jones Letter Agreement, if Mr. Jones’ employment is terminated
for any reason during 2015, the Company will pay Mr. Jones severance in the amount of $150,000 in bi-weekly installments in accordance
with the Company’s regular payroll practices, for a period of 12 months.
On July
1, 2013, the Company assumed all of the duties, obligations and liabilities of DSSTM under (i) the employment agreement with Jeffrey
Ronaldi, dated November 20, 2012 (the “Ronaldi Agreement”), and (ii) the amended employment agreement with Peter Hardigan,
dated November 20, 2012 (the “Hardigan Agreement”).
The Ronaldi
Agreement has an initial term of three years, commencing on November 9, 2012, and is automatically renewable for additional consecutive
one year terms, unless at least ninety days written notice is given by either the Company or Mr. Ronaldi prior to the commencement
of the next renewal term. The Ronaldi Agreement provides for an annual base salary of $350,000 and an annual discretionary bonus
based upon Mr. Ronaldi’s and the Company’s achievement of annual performance objectives, as determined by the Board.
The Company also exchanged 1,000,000 options to purchase shares of the Company’s Common Stock at an exercise price of $3.00
per share for 1,800,000 non-statutory options to purchase shares of DSSTM’s common stock previously granted to Mr. Ronaldi.
The Ronaldi Agreement also provides for Mr. Ronaldi’s participation in all benefit programs the Company establishes and
makes available to its executive employees, and for reimbursement to Mr. Ronaldi for reasonable travel, entertainment, mileage
and other business expenses.
The Ronaldi
Agreement is terminable by the Company for cause or upon thirty days prior written notice without cause, and terminable at Mr.
Ronaldi’s election upon thirty days prior written notice. If the Company terminates Mr. Ronaldi without cause, then the
Company will pay Mr. Ronaldi: (i) a lump sum amount equal to his base salary for the balance of the then-remaining term of the
Ronaldi Agreement, but no less than six months’ base salary (ii) the Company’s share of the cost of health insurance
coverage pursuant to COBRA for the then-remaining term of the Ronaldi Agreement and (iii) reimbursement of business expenses incurred
by Mr. Ronaldi prior to termination. The Ronaldi Agreement also includes certain confidentiality, non-compete and non-solicitation
provisions effective for a period of twelve months following the termination of Mr. Ronaldi’s employment with the Company.
The Hardigan
Agreement has an initial term of one year, commencing on August 1, 2012, and is automatically renewable for additional consecutive
one year terms, unless at least ninety days written notice is given by either the Company or Mr. Hardigan prior to the commencement
of the next renewal term. The Hardigan Agreement provides for an annual base salary of $250,000, effective August 1, 2012, and
an annual discretionary bonus based upon Mr. Hardigan’s and the Company’s achievement of annual performance objectives,
as determined by the Board. The Company also exchanged 1,000,000 options to purchase shares of the Company’s Common Stock
at an exercise price of $3.00 per share for 1,800,000 non-statutory options to purchase shares of DSSTM’s common stock previously
granted to Mr. Hardigan. The Hardigan Agreement also provides for Mr. Hardigan’s participation in all benefit programs the
Company establishes and makes available to its executive employees, and for reimbursement to Mr. Hardigan for reasonable travel,
entertainment, mileage and other business expenses.
The Hardigan
Agreement is terminable by the Company for cause or upon thirty days prior written notice without cause, and terminable at Mr.
Hardigan’s election upon thirty days prior written notice. If the Company terminates Mr. Hardigan without cause, then the
Company will pay Mr. Hardigan: (i) a lump sum amount equal to his base salary for the balance of the then-remaining term of the
Hardigan Agreement, but no less than six months’ base salary, (ii) the Company’s share of the cost of health insurance
coverage pursuant to COBRA for the then-remaining term of the Hardigan Agreement and (iii) reimbursement of business expenses
incurred by Mr. Hardigan prior to termination.
The Hardigan
Agreement also includes certain confidentiality, non-compete and non-solicitation provisions effective for a period of twelve
months following the termination of Mr. Hardigan’s employment with the Company.
Outstanding Equity Awards at Fiscal Year-End
The following
table summarizes the equity awards we have made to our Named Executive Officers, which are outstanding as of December 31, 2014:
Name | |
Number of Securities Underlying Unexercised Options Exercisable | | |
Number of Securities Underlying Unexercised Options Unexercisable | | |
Number of
Shares of Stock That Have Not Vested | | |
Market Value of Shares of Stock That Have Not Vested | | |
Option
Exercise Price | | |
Option
Expiration Date | |
Philip Jones | |
| 50,000 | | |
| -- | | |
| -- | | |
| -- | | |
$ | 3.29 | | |
| 01/28/2015 | |
| |
| 50,000 | | |
| -- | | |
| -- | | |
| -- | | |
| 4.00 | | |
| 01/28/2015 | |
| |
| 20,000 | | |
| -- | | |
| -- | | |
| -- | | |
| 3.23 | | |
| 06/10/2015 | |
| |
| 75,000 | | |
| 25,000 | (1) | |
| -- | | |
| -- | | |
| 3.00 | | |
| 11/19/2017 | |
| |
| 14,793 | | |
| 29,586
| (3) | |
| -- | | |
| -- | | |
| 2.00 | | |
| 03/05/2019 | |
| |
| -- | | |
| 33,500
| (4) | |
| -- | | |
| -- | | |
| 0.60 | | |
| 12/18/2019 | |
| |
| -- | | |
| -- | | |
| 18,750 | | |
| 8,438 | | |
| -- | | |
| -- | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Robert B. Bzdick | |
| 75,000 | | |
| 25,000 | (1) | |
| -- | | |
| -- | | |
$ | 3.00 | | |
| 11/19/2017 | |
| |
| 150,000 | | |
| -- | | |
| -- | | |
| -- | | |
| 3.00 | | |
| 11/19/2017 | |
| |
| 39,448 | | |
| 78,895 | (3) | |
| -- | | |
| -- | | |
| 2.00 | | |
| 03/05/2019 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Jeffrey Ronaldi | |
| 625,000 | | |
| 375,000 | (2) | |
| -- | | |
| -- | | |
$ | 3.00 | | |
| 11/20/2022 | |
| |
| 69,034 | | |
| 138,067 | (3) | |
| -- | | |
| -- | | |
| 2.00 | | |
| 03/05/2015 | |
| |
| -- | | |
| -- | | |
| 125,000 | | |
| 56,250 | | |
| -- | | |
| -- | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Peter Hardigan | |
| 625,000 | | |
| 375,000 | (2) | |
| -- | | |
| -- | | |
$ | 3.00 | | |
| 11/20/2022 | |
| |
| 49,310 | | |
| 98,619 | (3) | |
| -- | | |
| -- | | |
| 2.00 | | |
| 03/05/2015 | |
| |
| -- | | |
| -- | | |
| 62,500 | | |
| 28,125 | | |
| -- | | |
| -- | |
__________________________
| (1) | Vests
as to one-twelfth of the shares subject to the option in equal quarterly installments
commencing on December 31, 2012. |
| (2) | One
half of these options shall vest in 12 equal quarterly tranches, with the first tranches
having vested as of February 15, 2013, and May 15, 2013 and the remaining tranches vesting
on each of August 15, November 15, February 15 and May 15 thereafter through August 15,
2015. Following the completion of the Merger on July 1, 2013, the remaining one half
of these options shall vest in 12 equal tranches, with a tranche to vest on the last
day of each calendar quarter commencing on September 30, 2013. |
| (3) | One
third of these options vested on the date of grant, one third of these options will vest
on March 5, 2015, and one third of these options will vest on March 5, 2016. |
| (4) | These
options will vest on August 15, 2015. |
Director Compensation
The following
table sets forth cash compensation and the value of stock options awards granted to the Company’s non-employee independent
directors for their service in 2014:
Name of Director | |
Fees Earned or Paid in Cash | | |
Stock
Awards | | |
Option
Awards | | |
Total | |
Robert B. Fagenson | |
$ | 19,500 | | |
$ | 4,735 | | |
$ | -- | | |
$ | 24,235 | |
Ira A. Greenstein | |
| 22,000 | | |
| 1,303 | | |
| -- | | |
| 23,303 | |
David Klein | |
| 25,000 | | |
| 444 | | |
| -- | | |
| 25,444 | |
Jonathon Perrelli | |
| 4,000 | | |
| -- | | |
| -- | | |
| 4,000 | |
Warren Hurwitz | |
| 22,000 | | |
| -- | | |
| -- | | |
| 22,000 | |
Each
independent director (as defined under Section 803 of the NYSE MKT LLC Company Guide) is entitled to receive base cash compensation
of $12,000 annually, provided such director attends at least 75% of all Board of Director meetings, and all scheduled committee
meetings. Each independent director is entitled to receive an additional $1,000 for each Board of Director meeting he attends,
and an additional $500 for each committee meeting he attends, provided such committee meeting falls on a date other than the date
of a full Board of Directors meeting. The independent director who serves as chairman of the board’s Audit Committee is
entitled to receive additional compensation of $6,000 per year. The independent directors who serve as chairman of each of the
board’s Compensation and Management Resources Committee and Nominating and Corporate Governance Committee is entitled to
receive additional compensation of $3,000 per year. Each of the independent directors is also eligible to receive discretionary
grants of options or restricted stock under the Company’s 2013 Employee, Director and Consultants Equity Incentive Plan.
Non-independent members of the Board of Directors do not receive cash compensation in their capacity as directors, except for
reimbursement of travel expenses.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following
table sets forth beneficial ownership of common stock as of April 8, 2015 by each person known by the Company to beneficially
own more than 5% of the common stock, each director, each of the executive officers named in the Summary Compensation Table (see
“Executive Compensation” below), and by all of the Company’s directors and executive officers as a group. Each
person has sole voting and dispositive power over the shares listed opposite his name except as indicated in the footnotes to
the table and each person’s address is c/o Document Security Systems, Inc., 28 East Main Street, Suite 1525, Rochester,
New York 14614.
For purposes
of this table, beneficial ownership is determined in accordance with the Securities and Exchange Commission rules, and includes
investment power with respect to shares and shares owned pursuant to warrants or options exercisable within 60 days.
The percentages
of shares beneficially owned are based on 46,302,404 shares of our common stock issued and outstanding as of April 8, 2015,
and is calculated by dividing the number of shares that person beneficially owns by the sum of (a) the total number of shares
outstanding on April 8, 2015, plus (b) the number of shares such person has the right to acquire within 60 days of April
8, 2015.
Name | |
Number of Shares Beneficially Owned | | |
Percentage of Outstanding Shares Beneficially Owned | |
Robert B. Fagenson | |
| 1,140,776 | (1) | |
| 2.5 | % |
Jeffrey Ronaldi | |
| 1,155,990 | (2) | |
| 2.5 | % |
Peter Hardigan | |
| 947,372 | (3) | |
| 2.0 | % |
Robert B. Bzdick | |
| 877,666 | (4) | |
| 1.9 | % |
Jonothan Perrelli | |
| 35,000 | (5) | |
| * | |
Ira A. Greenstein | |
| 128,857 | (6) | |
| * | |
Warren Hurwitz | |
| 35,000 | (5) | |
| * | |
Philip Jones | |
| 151,669 | (7) | |
| * | |
All officers and directors as a group (8 persons) | |
| 4,472,330 | | |
| 9.2 | % |
5% Shareholders | |
| | | |
| | |
None | |
| -- | | |
| -- | |
__________________________
*
Less than 1%.
| (1) | Includes
880,776 shares of the Company’s common stock, 60,000 shares of the Company’s
common stock issuable upon the exercise of currently exercisable stock options, 100,000
shares of the Company’s common stock held by Mr. Fagenson’s wife, and an
aggregate of 100,000 shares of the Company’s common stock held in trusts for Mr.
Fagenson’s two adult children, of which Mr. Fagenson is trustee. Mr. Fagenson disclaims
beneficial ownership of the 100,000 shares of the Company’s common stock held by
his wife and the 100,000 shares of the Company’s common stock held in trusts for
Mr. Fagenson’s two adult children. Does not include 26,775 options that will not
vest within 60 days of April 8, 2015. |
| (2) | Includes
296,187 shares of the Company’s common stock, 846,401 shares of the Company’s
common stock issuable upon exercise of stock options within 60 days of April 8, 2015,
and 13,402 shares of the Company’s common stock issuable upon exercise of warrants
with an exercise price of $4.80. Does not include 340,976 options that will not vest
within 60 days of April 8, 2015. |
| (3) | Includes
121,740 shares of the Company’s common stock, 806,953 shares of the Company’s
common stock issuable upon exercise of stock options within 60 days of April 8, 2015,
and 18,679 shares of the Company’s common stock issuable upon exercise of warrants
with an exercise price of $4.80. Does not include 340,976 options that will not vest
within 60 days of April 8, 2015. |
| (4) | Includes
565,437 shares of the Company’s common stock, and 312,229 shares of the Company’s
common stock issuable upon the exercise of stock options within 60 days of April 8, 2015.
Does not include 56,114 options that will not vest within 60 days of April 8, 2015. |
| (5) | Includes
15,000 shares of the Company’s common stock, and 20,000 shares of the Company’s
common stock issuable upon exercise of stock options. Does not include 10,000 options
that will not vest within 60 days of April 8, 2015. |
| (6) | Includes
28,857 shares of the Company’s common stock, and 100,000 shares of the Company’s
common stock issuable upon the exercise of stock options within 60 days of April 8, 2015.
Does not include 26,775 options that will not vest within 60 days of April 8, 2015. |
| (7) | Includes
18,750 shares of the Company’s common stock, and 132,919 shares of the Company’s
common stock issuable upon the exercise of options within 60 days of April 8, 2015. Does
not include 64,960 options that will not vest within 60 days of April 8, 2015. |
ITEM 13 - CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related
Persons
During
2014 and 2013, the Company paid consulting fees of approximately $145,000 and $188,000, respectively, to Patrick White, its former
CEO, under a consulting agreement. The agreement expired in March 2015, and all payments thereunder ceased at that time.
On March
13, 2014, the Company entered into an engagement letter with National Securities Corporation to assist the Company with various
public offerings of its securities. Robert Fagenson, who is the Chairman of the Board of Directors of the Company, is also the
Chairman of the Board of Directors and CEO of National Holdings Corporation, which owns National Securities Corporation. In December
2014, the Company paid National Securities Corporation approximately $134,000 in underwriting fees, and approximately $100,000
in underwriter expenses in connection with a public offering of the Company’s securities.
Review, Approval or Ratification
of Transactions with Related Persons
The Board
conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflict
of interest situations where appropriate. The Board has adopted formal standards to apply when it reviews, approves or ratifies
any related party transaction. In addition, the Board applies the following standards to such reviews: (i) all related party
transactions must be fair and reasonable and on terms comparable to those reasonably expected to be agreed to with independent
third parties for the same goods and/or services at the time they are authorized by the Board and (ii) all related party
transactions should be authorized, approved or ratified by the affirmative vote of a majority of the directors who have no interest,
either directly or indirectly, in any such related party transaction.
ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
Audit fees
consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements included
in this Annual Report on Form 10-K, including the review of financial statements included in the Company’s Quarterly Reports
on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or
engagements. The aggregate fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C.,
for audit and review services for the fiscal years ended December 31, 2014 and 2013 were approximately $143,600 and $188,000 respectively.
Audit Related Fees
The aggregate
fees billed for other related services by our principal accountant, Freed Maxick CPAs, P.C., pertaining to registration statements,
comfort letters and consultation on financial accounting or reporting standards for the years ended December 31, 2014 and 2013
were approximately $70,900 and $103,000, respectively.
Tax Fees
The aggregate
fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C., for tax compliance, tax advice
and tax planning during the year ended December 31, 2014 and 2013 were approximately $33,400 and $34,000, respectively.
All Other Fees
There were no fees billed for
professional services rendered by our principal accountant, Freed Maxick CPAs, P.C., for other related services during the years
ended December 31, 2014 and 2013.
Administration of the Engagement; Pre-Approval
of Audit and Permissible Non-Audit Services
The Company's
Audit Committee Charter requires that the Audit Committee establish policies and procedures for pre-approval of all audit or permissible
non-audit services provided by the Company’s independent auditors. Our Audit Committee, approved, in advance, all work performed
by our principal accountant, Freed Maxick CPAs, P.C. These services may include audit services, audit-related services, tax services
and other services. The Audit Committee may establish, either on an ongoing or case-by-case basis, pre-approval policies and procedures
providing for delegated authority to approve the engagement of the independent registered public accounting firm, provided that
the policies and procedures are detailed as to the particular services to be provided, the Audit Committee is informed about each
service, and the policies and procedures do not result in the delegation of the Audit Committee's authority to management. In
accordance with these procedures, the Audit Committee pre-approved all services performed by Freed Maxick CPAs, P.C. The percentage
of hours expended on Freed Maxick CPAs, P.C.’s engagement to audit our financial statements for the most recent fiscal year
that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.
PART
IV
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
INDEX TO EXHIBITS
(a) Documents
filed as part of this report.
(3) Exhibits.
Exhibit
Number |
|
Description
of Document |
|
Registrant’s
Form |
|
Dated |
|
Exhibit
Number |
|
Filed
Herewith |
|
|
|
|
|
|
|
|
|
|
|
31.1 |
|
Rule 13a-14(a)/15d-14(a) Certification (J. Ronaldi). |
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
31.2 |
|
Rule 13a-14(a)/15d-14(a) Certification (P. Jones). |
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
32.1 |
|
Certification of the Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (J. Ronaldi). |
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
32.2 |
|
Certification of the Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (P. Jones). |
|
|
|
|
|
|
|
X |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
DOCUMENT SECURITY SYSTEMS, INC. |
|
|
|
|
|
Date: April 28, 2015 |
By: |
/s/ Jeffrey Ronaldi |
|
|
|
Jeffrey Ronaldi |
|
|
|
Chief Executive Officer |
|
EXHIBIT 31.1
CERTIFICATION
I, Jeffrey
Ronaldi, certify that:
1.
I have reviewed
this Form 10-K/A of Document Security Systems, Inc.;
2.
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3.
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report;
Date: April 28, 2015 |
/s/ Jeffrey Ronaldi |
|
Jeffrey Ronaldi |
|
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Philip
Jones, certify that:
1.
I
have reviewed this Form 10-K/A of Document Security Systems, Inc.;
2.
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3.
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report;
Date: April
28, 2015 |
/s/
Philip Jones |
|
Philip
Jones |
|
Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection
with the Amendment No. 1 to the Annual Report of Document Security Systems, Inc. (the “Company”) on Form 10-K for
the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
I, Jeffrey Ronaldi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant
to § 906 of the Sarbanes-Oxley Act of 2002, that:
1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Date: April
28, 2015 |
/s/
Jeffrey Ronaldi |
|
Jeffrey
Ronaldi |
|
Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection
with the Amendment No. 1 to the Annual Report of Document Security Systems, Inc. (the “Company”) on Form 10-K for
the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
I, Philip Jones, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant
to § 906 of the Sarbanes-Oxley Act of 2002, that:
1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Date: April 28, 2015 |
/s/ Philip Jones |
|
Philip Jones |
|
Chief Financial Officer |
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