DSS DSS Inc

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:

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

(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):

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

(5)

Total fee paid:

 

 

☐

Fee paid previously with preliminary materials:

 

 

☐

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.

 

 

(1)

Amount previously paid:

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

(3)

Filing Party:

 

 

(4)

Date Filed:

 

 

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.