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): June 25, 2008
DOCUMENT SECURITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
New York | 1-32146 | 16-1229730 | ||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||
First Federal Plaza, Suite 1525 28 East Main Street Rochester, NY | 14614 | |||||
(Address of principal executive offices) | (Zip Code) |
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):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into Material Definitive Agreement.
The information contained in Item 3.02 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On June 25, 2008 (the “Effective Date”), Document Security Systems, Inc. (the “Company”) entered into two Share Purchase Agreements (the “Agreements”) in which the Company has agreed to sell a total of 500,000 shares of the Company’s common stock (the “Common Stock”) to Walton Invesco, Inc. (the “Purchaser”) for an aggregate purchase price of $2,000,000. The President and controlling shareholder of the Purchaser is Walter Baum. Pursuant to the terms of the first Agreement, the Company sold 150,000 shares of Common Stock to the Purchaser for $600,000 payable on the Effective Date. Pursuant to the terms of the second Agreement, the Company sold 350,000 shares of Common Stock for $1,400,000, with $100,000 payable on the Effective Date and the remaining $1,300,000 payable in installments over a two-year period. Pursuant to the terms of Agreements, the Purchaser may not sell the Common Stock until at least one year after the Effective Date.
The Common Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and was issued and sold in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act and Regulation D promulgated thereunder. These securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.
Item 8.01 Other Events
On July 1, 2008, the Registrant issued a press release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Document | |
99.1 | Press Release of the Registrant dated July 1, 2008. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DOCUMENT SECURITY SYSTEMS, INC. | ||||
Dated: July 1, 2008 | By: | /s/ Patrick A. White | ||
Patrick A. White | ||||
Chief Executive Officer |
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EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press Release of the Registrant dated July 1, 2008. |
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