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DMC > SEC Filings for DMC > Form 8-K on 12-Nov-2008All Recent SEC Filings

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Form 8-K for DOCUMENT SECURITY SYSTEMS INC


12-Nov-2008

Entry into a Material Definitive Agreement, Financial Statements an


Item 1.01 Entry in Material Definitive Agreement

On November 6, 2008, Secuprint Inc., a wholly owned subsidiary of Document Security Systems, Inc., entered into an Asset Purchase Agreement with DPI of Rochester, LLC ("DPI"), James Stanley and Matthew Kellman to acquire the assets of DPI, which agreement is subject to court approval in DPI's pending Chapter 11 bankruptcy case. DPI is a full service digital and commercial offset printer located in Rochester, New York with approximately $7.6 million in annual sales in 2007. The estimated purchase price is $1,000,000 plus the assumption of certain equipment leases. The Company may provide debtor-in-possession financing, subject to United States Bankruptcy Court approval, to DPI during its Chapter 11 reorganization process to prevent any disruption of service to DPI's customers. The purchase of assets is expected to be completed in the quarter ending December 31, 2008 and is subject to the United States Bankruptcy Court approval and an opportunity for other parties to overbid Secuprint for DPI's assets. The obligations under the agreement are conditioned upon the negotiation of certain real and personal property leases, the approval of the bankruptcy court, and other matters. There can be no assurance that the transaction contemplated by the asset purchase agreement will be approved by the Bankruptcy Court, or that the other conditions to closing will be met. Upon court approval of the transaction, the purchase price, once known, will be allocated to the assets acquired based on their respective fair values.

The foregoing summary of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.01 to this report and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Document
10.1          Asset Purchase Agreement, dated as of November 6, 2008, among
              Secuprint Inc., DPI of Rochester, LLC, James Stanley and Matthew
              Kellman.


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