Current Report Filing (8-k)
June 22 2018 - 5:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington
,
D.C. 20549
FORM
8-K
CURRENT
REPORT
P
ursuant
to
S
ection
13
or
15(
d
)
of the
S
ecurities
E
xchange
A
ct
of
1934
Date
of report (Date of earliest event reported):
June 22, 2018
DOCUMENT
SECURITY SYSTEMS, INC.
|
(Exact
Name of Registrant as Specified in 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)
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|
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 22, 2018, Document Security Systems, Inc., a New York corporation (the “Company”), adopted the Fourth
Amended and Restated By-Laws of the Company (the “By-Laws”), which include the following amendments: (i) provides
that directors, who are ordinarily elected by a majority of votes cast, would be elected by a plurality vote in contested elections;
(ii) requires directors, as a condition to their nomination for election or re-election, to submit an irrevocable resignation
effective upon their failure to receive a majority vote in an uncontested election and the board of directors’ acceptance
of such resignation (and includes procedures for the expedited consideration of such resignation); (iii) provides for the selection
and responsibilities of a lead independent director if at any time the Chairman is an executive officer of the Company or is otherwise
not independent (and removes the requirement of a non-executive Chairman); (iv) provides that board committees may consist of
such number of members as is permitted by the rules of the stock exchange on which the Company’s stock is then traded; and
(v) updates procedures for the submission of shareholder proposals and nominations and the taking of shareholder action by written
consent.
The
description of the By-Laws contained in this Item 5.03 does not purport to be complete and is qualified in its entirety by reference
to the By-Laws, a copy of which is filed as Exhibit 3.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to
be signed on its behalf by the undersigned hereunto duly authorized.
June
22, 2018
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DOCUMENT
SECURITY SYSTEMS, INC.
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|
|
|
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By:
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/s/
Jeffrey Ronaldi
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Name:
|
Jeffrey
Ronaldi
|
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Title:
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Chief
Executive Officer
|
Exhibit
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