Special Meeting starts at 11 AM
Document Security Systems, Inc.
First Federal Plaza
28 Main Street, Suite 1525
Rochester, New York 14614
Telephone: (585) 325-3610
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 20, 2013
To the Stockholders of Document Security Systems, Inc.:
The special meeting of stockholders of Document Security Systems, Inc., a New York corporation, will be held on June 20, 2013, at 11:00 a.m., local time, at Locust Hill Country Club, 2000 Jefferson Road, Pittsford, New York 14534, for the following purposes:
1. To approve a merger, including, but not limited to, the issuance of shares of DSS common stock and preferred stock (or, if Proposal 2 below is not approved by the DSS stockholders, $.02 warrants) and warrants (and the shares of common stock issuable upon conversion of the preferred stock or exercise of the $.02 warrants, as applicable, and exercise of the warrants) to the Lexington stockholders in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of October 1, 2012, by and among DSS, Lexington and DSSIP, Inc., a wholly-owned subsidiary of DSS;
2. To amend DSS’s amended and restated certificate of incorporation to authorize a class of preferred stock and establish the associated rights and preferences thereof;
3. To amend DSS’s amended and restated certificate of incorporation to implement a staggered board of directors;
4. To amend DSS’s amended and restated certificate of incorporation to effect a reverse stock split of DSS’s issued and outstanding common stock within the range of one-for-two to one-for-four (with the exact amount, if any, to be determined prior to the completion of the merger based on the requirement of the NYSE MKT);
5. To approve the Document Security Systems, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan, as approved by the DSS board of directors on November 20, 2012;
6. To approve the adjournment of the DSS special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the proposals referred to in (1) through (5) above; and
7. To conduct any other business as may properly come before the DSS special meeting or any adjournment or postponement thereof.
The DSS board of directors has determined that the merger, upon the terms and conditions set forth in the merger agreement, and the other transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, DSS and its stockholders. The board of directors makes its recommendation to the DSS stockholders after consideration of the factors described in this proxy statement/prospectus. The DSS board of directors unanimously recommends that DSS stockholders vote FOR each of the foregoing proposals.
