Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
December 05 2019 - 4:19PM
Edgar (US Regulatory)
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
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by the Registrant ☐
Filed
by a Party other than the Registrant ☒
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the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy
Statement
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☒
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Definitive Additional
Materials
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Soliciting Material
Under Rule 14a-12
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DOCUMENT
SECURITY SYSTEMS, INC.
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(Name
of Registrant as Specified in Its Charter)
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J.
MARVIN FEIGENBAUM
BARINDER ATHWAL
BRIAN MIRMAN
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(1)
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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.
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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