Current Report Filing (8-k)
August 03 2018 - 4:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
July 31, 2018
DOCUMENT
SECURITY SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
New
York
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001-32146
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16-1229730
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(State or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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200
Canal View Boulevard
Suite
300
Rochester,
NY
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14623
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(585) 325-3610
Not
Applicable
(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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
1.01 Entry into a Material Definitive Agreement
The
disclosure set forth in Item 5.02 below is incorporated into this Item 1.01.
Item
1.02 Termination of a Material Definitive Agreement
The
disclosure set forth in Item 5.02 below is incorporated into this Item 1.02.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On
July 31, 2018, Document Security Systems, Inc. (the “Company”) and Robert Bzdick entered into a Non-Compete Letter
Agreement (the “Agreement”) whereby the parties mutually agreed that Mr. Bzdick’s employment as President of
the Company and Chief Executive Officer of Premier Packaging Corporation, a wholly-owned subsidiary of the Company, will terminate
effective on August 1, 2018. The Agreement voids and replaces Mr. Bzdick’s existing Employment Agreement with the Company,
originally dated February 12, 2010, and amended on October 1, 2012, except for the non-competition and non-solicitation covenants
contained therein, which have been carried forward in their entirety to the new Agreement.
Pursuant
to the terms of the Agreement, Mr. Bzdick will receive his regular wages and contractual bonus sum accrued through the separation
date, and will also receive the sum of $16,000 per month, for a period of 19 months, as consideration for the two-year non-competition
and non-solicitation restrictive covenants contained in the Agreement, which are identical to the restrictive covenants contained
in Mr. Bzdick’s previous employment agreement, which are now incorporated by reference into the Agreement. In addition,
the Company will continue to pay the cost of Mr. Bzdick’s health, dental and vision insurance coverage for a period of 19
months or until he is eligible for such benefits from another employer, whichever is shorter. In the Agreement, Mr. Bzdick specifically
acknowledges that, among other remedies, the Company is entitled to cease all payments under the Agreement and recoup all payments
previously made in the event Mr. Bzdick revokes, violates or breaches the Agreement, or discontinues any promised act under the
Agreement. Moreover, the Agreement further provides that in the event Mr. Bzdick breaches the Agreement by bringing suit or filing
a claim with an administrative agency, then he must, as a condition precedent, repay to the Company in cash all consideration
received pursuant to the Agreement. The Agreement also contains standard mutual release and damages clauses, and a clause that
provides that in any action for breach of the Agreement, the prevailing party shall be entitled to recover attorneys’ fees
from the opposing party.
The
Agreement is filed as exhibit 10.1 to this report. The foregoing description of the terms of the Agreement are qualified in their
entirety by reference to the full text of such exhibit.
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.
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DOCUMENT
SECURITY SYSTEMS, INC.
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Dated:
August 3, 2018
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By:
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/s/
Jeffrey Ronaldi
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Jeffrey
Ronaldi
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Chief
Executive Officer
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