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DMC > SEC Filings for DMC > Form 8-K/A on 3-Mar-2009All Recent SEC Filings

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Form 8-K/A for DOCUMENT SECURITY SYSTEMS INC


3-Mar-2009

Completion of Acquisition or Disposition of Assets, Financial Sta


Item 2.01 Completion of Acquisition or Disposition of Assets

On December 22, 2008, Document Security Systems, Inc. (the "Company") filed a Current Report on Form 8-K (the "Initial Form 8-K") to report the completion of the Company's acquisition (the "Acquisition") of substantially all of the assets of DPI of Rochester, LLC ("DPI"). The Initial Form 8-K is incorporated herein by reference. We are filing this Amended Current Report on Form 8-K (this "Form 8-K/A") to report the financial statements and unaudited pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K, respectively.



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

The unaudited financial statements of DPI as of September 30, 2008 and for the nine month periods ended September 30, 2008 and 2007 are filed with this Form 8-K/A as Exhibit 99.2. The audited financial statements of DPI as of December 31, 2007 and December 31, 2006 and for the years then ended, and the related independent auditors' report of Bonadio & Co., LLP, are filed with this Form 8-K/A as Exhibit 99.2.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information included with this Form 8-K/A has been prepared to illustrate the pro forma effects for the Acquisition. The unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2008 and the year ended December 31, 2007 are filed with this Form 8-K/A as Exhibit 99.3. The unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2008 and the year ended December 31, 2007 give effect to the Acquisition as if it had occurred at the beginning of such respective periods. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2008 gives effect to the Acquisition as if it had occurred on September 30, 2008. All pro forma information in this Form 8-K/A has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the Acquisition actually occurred on the dates indicated or what may result in the future.

(c) Exhibits.

Exhibit No.   Description of Exhibit

4.1           Warrant, dated December 18, 2008, of Document Security
              Systems, Inc. issued to Baum Capital Investments Inc.
              (incorporated herein by reference from registrant's
              Current Report on Form 8-K filed with the SEC on
              December 22, 2008).

10.1          Asset Purchase Agreement, dated as of November 6, 2008,
              among Secuprint Inc., DPI of Rochester, LLC, James
              Stanley and Matthew Kellman. (incorporated herein by
              reference from registrant's Current Report on Form 8-K
              filed with the SEC on December 22, 2008).

10.2          Secured Promissory Note, dated December 18, 2008,
              between Document Security Systems, Inc., Secuprint Inc.
              and Baum Capital Investments Inc.

10.3          Security Agreement, dated December 18, 2008, between
              Secuprint Inc. and Baum Capital Investments Inc.
              (incorporated herein by reference from registrant's
              Current Report on Form 8-K filed with the SEC on
              December 22, 2008).

99.1          Press Release of Document Security Systems, Inc., dated
              December 22, 2008. (incorporated herein by reference
              from registrant's Current Report on Form 8-K filed with
              the SEC on December 22, 2008).

99.2*         Report of Bonadio & Co., LLP, an independent public
              accounting firm, as of and for the years ended
              December 31, 2007 and 2006, relating to the audited
              financial statements of DPI of Rochester, LLC for the
              year ended December 31, 2007 and 2006. Unaudited
              Financial Statements of DPI of Rochester, LLC as of
              September 30, 2008 and for the nine month periods ended
              September 30, 2008 and 2007.

99.3*         Unaudited Pro Forma Condensed Consolidated Statements of
              Income for the nine months ended September 30, 2008 and
              the year ended December 31, 2007; Unaudited Pro Forma
              Condensed Consolidated Balance Sheets as of
              September 30, 2008.

99.4*         Consent of Independent Registered Public Accounting
              Firm.



* Filed herewith


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