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EX-23.2 - DOCUMENT SECURITY SYSTEMS INCex23-2.htm
EX-23.1 - DOCUMENT SECURITY SYSTEMS INCex23-1.htm
EX-5.1 - DOCUMENT SECURITY SYSTEMS INCex5-1.htm

 

As filed with the Securities and Exchange Commission on June 16, 2020

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

DOCUMENT SECURITY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

New York   2650   16-1229730

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

 

 

 

200 Canal View Boulevard, Suite 104

Rochester, New York 14623

+1-585-325-3610

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Frank D. Heuszel

Chief Executive Officer and

Interim Chief Financial Officer

Document Security Systems, Inc.

200 Canal View Boulevard, Suite 104

Rochester, New York 14623

+1-585-325-3610

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Darrin M. Ocasio

Barrett S. DiPaolo

Sichenzia Ross Ference LLP

1185 Avenue of the Americas

New York, NY 10036

Telephone: +1-212-930-9700

 

Andrew M. Tucker

Nelson Mullins Riley & Scarborough LLP

101 Constitution Ave NW, Suite 900

Washington, DC 20001

Telephone: +1-202-689-2800

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [  ]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] No. 333-238587

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]   Accelerated filer [  ]
Non-accelerated filer [X]   Smaller reporting company [X]
      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 7(a)(2)(B) of the Securities Act. [  ]

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities

to be Registered

  Proposed Maximum
Aggregate Offering
Price (1) (2)
   Amount of
Registration Fee (3)
 
Common Stock, par value $0.02 per share  $1,150,000   $149.27 

 

(1) Represents only the additional number of shares being registered and includes an additional $150,000 aggregate offering price of common stock issuable upon exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-238587).
   
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
   
(3) The registrant previously registered shares of its common stock with an aggregate offering price not to exceed $5,750,000 on a Registration Statement on Form S-1 (File No. 333-238587), which was declared effective by the Securities and Exchange Commission on June 16, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $1,150,000 are hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.

 

 

 

   
 

 

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement on Form S-1 (this “Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate offering price of common stock offered by Document Security Systems, Inc. (the “Registrant”) by $1,150,000, $150,000 of which is subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement on Form S-1, as amended (File No. 333-238587) (the “Prior Registration Statement”), which was declared effective by the Securities and Exchange Commission on June 16, 2020. The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.

 

 

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

 

   
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rochester, New York, on June 16, 2020.

 

  Document Security Systems, Inc
     
  By: /s/ Frank D. Heuszel
    Frank D. Heuszel
    Chief Financial Officer and Interim Chief Financial Officer

 

* * * *

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the following persons in the capacities and on the dates indicated have signed this Registration Statement on Form S-1 below.

 

Signature   Title   Date
         
/s/ Frank D. Heuszel   Chief Executive Officer, Interim Chief Financial Officer,   June 16, 2020
Frank D. Heuszel   Principal Executive Officer, Interim Principal Financial and Accounting Officer, and Director)    
         
*  

Chairman of Board of Document Security Systems, Inc.,

  June 16, 2020
Heng Fai Ambrose Chan   Director and CEO of DSS International Inc.    
         
*   President and Director   June 16, 2020
José Escudero        
         
*   Director   June 16, 2020
Sassuan Lee        
         
*   Director   June 16, 2020
John Thatch        
         
*   Director   June 16, 2020
Lo Wah Wai        
         
*   Director   June 16, 2020
William Wu        

 

*By: /s/ Frank D. Heuszel  
 

Frank D. Heuszel

Attorney-in-Fact

 

 

   
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
5.1   Opinion of Sichenzia Ross Ference LLP.
     
23.1   Consent of Freed Maxick CPAs, P.C.
     
23.2   Consent of Turner, Stone & Company, L.L.P.
     
23.3   Consent of Sichenzia Ross Ference LLP. (included in Exhibit 5.1)
     
24.1   Power of Attorney (incorporated by reference to the registration statement on Form S-1 (Registration No. 333-238587), which was originally filed with the Securities and Exchange Commission on May 21, 2020).