2.4.0.8109 - Disclosure - Subsequent Eventstruefalsefalse1false falsefalsefrom-2013-01-01-to-2013-06-30.1153.0.0.0.0.0.0.0http://www.sec.gov/CIK0000771999duration2013-01-01T00:00:002013-06-30T00:00:001true 1us-gaap_SubsequentEventsAbstractus-gaap_truenadurationfalsefalsefalsefalsefalsefalsefalsefalse1falsefalsefalse00falsefalsefalsexbrli:stringItemTypestringfalse0Subsequent Events [Abstract]2false 2us-gaap_SubsequentEventsTextBlockus-gaap_truenadurationfalsefalsefalsefalsefalsefalsefalsefalseterseLabel1falsefalsefalse00<div> <div> 9.     Subsequent Events   On July 1, 2013 the Company completed its business combination with Lexington after which Lexington became a wholly-owned subsidiary of the Company. The merger provides the company with intellectual property and an intellectual property management and monetization business that is expected to significantly expand the Company's intellectual property portfolio and the revenues generated by its intellectual property in the form of licensing and litigation settlements. In connection with the Merger, the Company issued to Lexington shareholders the following: (i) an aggregate of 16,558,387 shares of the Company's common stock, (ii) 7,100,000 shares of the Company's Common Stock to be held in escrow pursuant to an escrow agreement, (iii) warrants to purchase up to an aggregate of 4,859,894 shares of the Company's Common Stock, at an exercise price of $4.80 per share and expiring on July 1, 2018; and (iv) warrants to purchase up to an aggregate of 3,432,170 shares of the Company's Common Stock, at an exercise price of $0.02 per share and expiring on July 1, 2023, to Lexington's preferred stockholders that would beneficially own more than 9.99% of the shares of the Company's Common Stock as a result of the merger. In addition, the Company assumed options to purchase an aggregate of 2,000,000 shares of the Company's Common Stock at an exercise price of $3.00 per share, in exchange for 3,600,000 outstanding and unexercised stock options to purchase shares of Lexington's common stock. In addition, the Company issued an aggregate of 786,678 shares of Common Stock to Palladium Capital Advisors, LLC as compensation for their services in connection with the transactions contemplated by the Merger Agreement. Of those shares issued to Palladium Capital Advisors, LLC, 400,000 shall be held in escrow pursuant to the same terms and conditions as those set forth in the Escrow Agreement.   As a result of the consummation of the Merger, as of the Closing Date, the former stockholders of Lexington own approximately 51% of the outstanding common stock of the combined company and the stockholders of the Company prior to the completion of the Merger own approximately 49% of the outstanding common stock of the combined company. If after one year, the shares held in escrow are cancelled because the conditions of the escrow agreement were not met, the former stockholders of Lexington are expected to own approximately 45% of the outstanding common stock of the combined company and the stockholders of the Company prior to the completion of the Merger are expected to own approximately 55% of the outstanding common stock of the combined company (without taking into account any shares of the Company's Common Stock held by Lexington's stockholders prior to the completion of the Merger, and excluding the exercise of any options and warrants).   The Company has recorded approximately $1,355,000 of legal, accounting and other professional fees, along with approximately $723,000 in stock based compensation associated with shares issued to an advisor on the merger which is included in selling, general and administrative expenses on the accompanying statement of operations.   The transaction will be accounted for as a business combination in accordance with the Business Combination Topic of the FASB ASC 805. Under the guidance, the assets and liabilities of the acquired business, Lexington, are recorded at their fair value at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill, if any. If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded. As of the date of this 10-Q, the accounting for the business combination is incomplete.   Effective on August 2, 2013, Lexington changed its name to DSS Technology Management, Inc.   See Note 1 for additional information regarding the Merger.   On July 19, 2013, Premier Packaging, a wholly-owned subsidiary of the Company entered into a Master Loan and Security Agreement (the "Master Agreement") with People's Capital and Leasing Corp. (the "Lender") pursuant to which Premier Packaging purchased a 2006 Heidelberg Model XL105-6LX CP2000 press (the "Equipment") for use in its Victor, New York facility.   Pursuant to the Master Agreement, the Lender provided Premier Packaging with a loan in the principal amount of $1,303,900, repayable over a 60-month period in monthly payments of $24,356, subject to certain adjustments which will commence when the equipment is placed in service. The repayment of the loan is secured by a security interest in (i) the equipment; and (ii) all proceeds obtained from the equipment. Under the Master Agreement Premier Packaging is required to maintain certain insurance policies including property coverage and liability coverage, and to maintain certain debt service coverage ratios. On July 19, 2013, Premier Packaging also issued a Demand Promissory Note (the "Note") to the Lender in the principal amount of $1,350,000, to be used to make progress payments as required for the purchase and installation of the equipment. The Note bears a fluctuating interest at the rate of 3% above the Libor Rate (as defined in the Note), and shall become due and payable on a date to be determined by the Lender. The Note contains customary default provisions. The Note is secured by the Security Agreement entered into by and among Premier Packaging and the Lender on July 19, 2013, pursuant to which the Lender was granted a security interest in (i) the Equipment, (ii) all proceeds obtained from the Equipment, and (iii) all inventory and any other goods, merchandise or other personal property held by debtor for sale or lease and all raw materials, work or goods in process or materials or supplies of every nature used, consumed or to be consumed in debtor's business, now owned or hereafter acquired and all proceeds, including insurance proceeds and products of any of the foregoing. The aggregate amount borrowed under the Note will be transferred to the Master Agreement in an amount up to $1,303,900 when the equipment is placed in service and accepted by the Company. </div> </div>falsefalsefalsenonnum:textBlockItemTypenaThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.No definition available.false0Subsequent EventsfalseSubsequent EventsUnKnownUnKnownUnKnownUnKnowntruefalsefalseSheethttp://www.dsssecure.com/role/SubsequentEvents12