As filed with the Securities and Exchange Commission on February 4, 2021

 

Registration No. 333-    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

 

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

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

 

Mitchell S. Nussbaum

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Telephone: +1-212-407-4000

 

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. 333-230740

 

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) (3)
   Amount of
Registration Fee
 
Common Stock, par value $0.02 per share  $6,611,382.40   $721.30 

 

 

(1) Represents only the additional number of shares having a proposed maximum aggregate offering price of $6,611,382.40 being registered. Does not include the securities with a maximum aggregate offering price not to exceed $50,000,000 that the Registrant previously registered in a primary offering on the Registration Statement on Form S-3 (File No. 333-230740).
   
(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 in a primary offering securities with an aggregate offering price not to exceed $50,000,000 on a Registration Statement on Form S-3 (File No. 333-230740), as amended on May 3, 2019, which was declared effective by the Securities and Exchange Commission on May 8, 2019. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $6,611,382.40 are hereby registered.

 

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-3 (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 $6,611,382.40 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-3, as amended (File No. 333-230740) (the “Prior Registration Statement”), which was declared effective by the Securities and Exchange Commission on May 8, 2019. 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 February 4, 2021.

 

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

 

  By: /s/ Todd D. Macko
    Todd D. Macko
    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-3 below.

 

Signature   Title   Date
         
/s/ Frank D. Heuszel   Chief Executive Officer   February 4, 2021
Frank D. Heuszel   Principal Executive Officer and Director    
         
/s/ Todd D. Macko   Interim Chief Financial Officer,   February 4, 2021
Todd D. Macko   Principal Financial and Accounting Officer    
         
*   Chairman of Board of Document Security Systems, Inc.,   February 4, 2021
Heng Fai Ambrose Chan   Director and CEO of DSS International Inc.    
         
    President and Director   February 4, 2021
José Escudero        
         
    Director   February 4, 2021
Sassuan Lee        
         
/s/ John Thatch   Director   February 4, 2021
John Thatch        
         
*   Director   February 4, 2021
Wah Wai Lowell Lo        
         
/s/ Tung Moe Chan   Director   February 4, 2021
Tung Moe Chan  

 

 

   
    Director   February 4, 2021
Wai Leung 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-3 (Registration No. 333-230740), which was originally filed with the Securities and Exchange Commission on April 5, 2019).