-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W0/xI9Uz3leAtquG8kRyOghJSpgfe7kWg9tFJw+ANgaYthvIzM13ZWen8KISUPfg g6rRWuJV+8SLy3NyxmfTyw== 0001125282-06-000852.txt : 20060213 0001125282-06-000852.hdr.sgml : 20060213 20060213172535 ACCESSION NUMBER: 0001125282-06-000852 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060207 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOCUMENT SECURITY SYSTEMS INC CENTRAL INDEX KEY: 0000771999 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 161229730 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32146 FILM NUMBER: 06605051 BUSINESS ADDRESS: STREET 1: 36 WEST MAIN ST STREET 2: SUITE 710 CITY: ROCHESTER STATE: NY ZIP: 14614 BUSINESS PHONE: 585 232 1500 MAIL ADDRESS: STREET 1: 36 W MAIN ST STREET 2: SUITE 710 CITY: ROCHESTER STATE: NY ZIP: 14614 FORMER COMPANY: FORMER CONFORMED NAME: NEW SKY COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: THOROUGHBREDS USA INC DATE OF NAME CHANGE: 19861118 8-K 1 b411684_8k.txt FORM 8-K ---------- 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): FEBRUARY 7, 2006 DOCUMENT SECURITY SYSTEMS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 0-14621 16-1229730 (STATE OR OTHER JURISDICTION OF (COMMISSION (IRS EMPLOYER INCORPORATION) FILE NUMBER) 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 A MATERIAL DEFINITIVE AGREEMENT. On February 7, 2006, Document Security Systems, Inc. ("DSSI"), through its wholly owned subsidiary P3 Acquisition Sub, Inc., entered into and consummated an Asset Purchase Agreement and thereby acquired substantially all of the assets of Plastic Printing Professionals, Inc. ("P3") from P3 for $1.25 million in cash, 18,704 shares of the DSSI's common stock and the assumption of certain liabilities. The cash portion of the purchase price was paid using DSSI's cash on hand. Michael Caulley and Jaeson Caulley have each signed multi-year agreements to remain in their management roles of President and V.P. Plastics Technologies, respectively. P3 is a security printer specializing in plastic cards containing security technologies. P3 has 25 employees and had sales of approximately $2.6 million in 2005. The assets purchased generally include the seller's right, title and interest in and to, substantially all of the assets of P3 and specifically include the following assets of P3: o Cash on hand or in the bank as well as cash equivalents; o Trade and accounts receivable; o Inventory; o Tangible personal property including machinery and equipment; o Customer lists; o Leaseholds; o Rights, title and interest in and to all contracts, agreements, purchase orders licenses, and leases to which P3 is a party; o Rights, title and interest of P3 in and to copyrights, trademarks, service marks, trade names, logos, EPA Registrations; o Know-how, trade secrets, technology, software and production; o Approvals, consents, licenses, permits, waivers or other authorizations issued, granted, given or otherwise made available under the authority of any government or political subdivision thereof or any executive, judicial, legislative, regulatory or administrative agency, authority or office; o Engineering and production reports, consulting reports, health and safety data (including data in support of EPA Registration) marketing data and reports, forecasts, DacEasy billing data, product catalogues, technical equipment information and specifications, mailing lists, vendor and supplier lists, customer lists and any other similar information in tangible and/or electronic form; o Goodwill in and going concern value of the Business, including the right to use the name "Plastic Printing Professionals" and "P3" and any variations thereof, and any goodwill related thereto; o All other rights, interests, assets and items of property, real or personal, tangible or intangible, owned, used by or accruing to the benefit of Seller or necessary or desirable to enable Buyer to continue the Business substantially as conducted by Seller immediately before the closing date; o All rights of P3 in its Patent Application. o P3's working capital as it existed on the closing date. 3 A copy of the press release announcing the acquisition is attached as Exhibit 99.1 and is incorporated by reference into this Item 1.01. ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS The information required by this Item is contained in Item 1.01 herein, which is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Document - ----------- -------- 99.1 Press Release of the Registrant dated February 8, 2006. 4 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. Dated: February 13, 2006 DOCUMENT SECURITY SYSTEMS, INC. By: /s/ Patrick A. White ---------------------------------- Name: Patrick A.White Title: Chief Executive Officer 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Press Release of the Registrant dated February 8, 2006. 6 EX-99.1 2 b411684_ex99-1.txt EXHIBIT 99.1 NEWS RELEASE [DOCUMENT SECURITY SYSTEMS INC. LOGO] - -------------------------------------------------------------------------------- ================================================================================ DOCUMENT SECURITY SYSTEMS INC. For information contact: First Federal Plaza Deborah K. Pawlowski, Kei Advisors LLC 28 East Main Street Phone: 716.843.3908 Rochester, NY 14614 Fax: 716.856.0432 Email: dpawlowski@keiadvisors.com FOR IMMEDIATE RELEASE DOCUMENT SECURITY SYSTEMS INC. ANNOUNCES ACQUISITION OF PLASTIC PRINTING PROFESSIONALS, INC. ROCHESTER, NY, February 8, 2006 - Document Security Systems, Inc. (AMEX: DMC) ("DSSI"), a leader in proven, patented protection against counterfeiting and unauthorized copying, scanning and photo imaging, today announced that it has acquired San Francisco-based Plastic Printing Professionals, Inc. ("P3"), a privately held, security printer specializing in plastic cards containing security technologies. DSSI said that it expects the transaction to be accretive to DSSI's financial results. DSSI acquired the business for $1.25 million in cash and 18,704 shares of DSSI restricted stock. P3 has 25 employees and sales of approximately $2.6 million in 2005. P3 brings to DSSI its ability to combine innovative security and anti-counterfeiting technology with unique manufacturing techniques to produce plastic cards such as ID cards and drivers licenses; phone, bank and gift cards; and other plastic documents that will incorporate DSSI anti-counterfeiting technologies. P3's primary focus is manufacturing composite, laminated and surface printed cards which can include mag stripes, bar codes, holograms, signature panels, invisible ink, microfine printing, guilloche patterns, DNA and a patent pending watermark technology. P3's products are marketed through an extensive broker network that covers North America, Europe and South America. Its product and client list includes the Grammy Awards, the Country Music Association awards, Superbowl media cards, ID cards for major airports and Latin American drivers' licenses. Patrick White, Chairman, President and CEO of DSSI comments, "Our overall strategic plan is to develop certified in-house manufacturing capabilities for the production of a broad variety of highly secure products, and the acquisition of P3 represents our debut into manufacturing. This acquisition gives us manufacturing and research facilities to better serve our customers on the West Coast. In addition to expanding and diversifying our base of North American and international clients, through P3 we have access to a large distributor network covering North America, Europe and South America." P3's owners, Michael Caulley and Jaeson Caulley have each signed multi-year agreements to remain in their management roles of President and V.P. Plastics Technologies, respectively. ABOUT DOCUMENT SECURITY SYSTEMS, INC. Document Security Systems, Inc. (AMEX:DMC) is a leader in proven patented protection against counterfeiting and unauthorized copying, scanning and photo imaging. The company offers a broad portfolio of anti-counterfeiting technologies, processes and products, and provides consulting for customized document security printing solutions. Its various anti-scanning technologies and products are used for currency, vital records, packaging, labels, tickets, ID Cards, passports and gift certificates. Document Security Systems' products, such as its new AuthentiGuard(TM) safety paper, protect original documents from copying or duplication. Its strategy is to become the world's leading producer of cutting-edge security technologies for printed products. More information about Document Security Systems can be found at its website: www.documentsecurity.com. - MORE - DOCUMENT SECURITY SYSTEMS INC. ANNOUNCES ACQUISITION OF PLASTIC PRINTING PROFESSIONALS, INC. February 8, 2006 SAFE HARBOR STATEMENT This release contains forward-looking statements regarding expectations for future financial performance, which involve uncertainty and risk. It is possible the Company's future financial performance may differ from expectations due to a variety of factors including, but not limited to, changes in economic and business conditions in the world, increased competitive activity, achieving sales levels to fulfill revenue expectations, consolidation among its competitors and customers, technology advancements, unexpected costs and charges, adequate funding for plans, changes in interest and foreign exchange rates, regulatory and other approvals and failure to implement all plans, for whatever reason. It is not possible to foresee or identify all such factors. Any forward-looking statements in this report are based on current conditions; expected future developments and other factors it believes are appropriate in the circumstances. Prospective investors are cautioned that such statements are not a guarantee of future performance and actual results or developments may differ materially from those projected. The Company makes no commitment to update any forward-looking statement included herein, or disclose any facts, events or circumstances that may affect the accuracy of any forward-looking statement. ### -----END PRIVACY-ENHANCED MESSAGE-----