SEC Comment Letter for DSS, INC. (DSS) (CIK 0000771999) (DSS) — Sep 1, 2010
DSS, INC. (DSS) (CIK 0000771999)
Date: Sept. 1, 2010 · CIK: 0000771999 · Accession: 0000000000-10-050851
AI Filing Summary & Sentiment
File numbers found in text: 333-166357
Referenced dates: August 12, 2010, May 24, 2010
Letter
September 1, 2010 Patrick White Chief Executive Officer Document Security Systems, Inc. 28 Main Street East, Suite 1525 Rochester, New York 14614 Re: Document Security Systems, Inc. Amendment No. 1 to Registrati on Statement on Form S-3 Filed August 13, 2010 File No. 333-166357 Form 10-Q Fiscal Quarter Ended June 30, 2010 Filed August 12, 2010 File No. 1-32146
Dear Mr. White:
We have reviewed the above-referenced fili ngs and the related response letter dated August 12, 2010 and have the following comments. If indicated, we think you should revise your document in response to this comment. After reviewing this information, we may raise additional comments. Unless othe rwise noted, where a prior comment is referred to, it refers to our letter dated May 24, 2010. Registration Statement on Form S-3
Risk Factors, page 6
1. We note that you have continuously reported a material weakness in your internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act) for a few years. Please incl ude a risk factor disclosing the nature and duration of the material weakness and the eff ects that such material weakness has had or could have on your operations. To the exte nt known, please disclose an estimated timeframe as well as any material costs asso ciated with remediation. Similar disclosure should be included in your Exchange Act reports. Selling Stockholders
Selling Stockholders Table, page 13
2. We note that you have amended your registrati on statement to include 41,379 additional shares for resale by your placement agent in your July 22, 2010 private placement. In
Patrick White Document Security Systems, Inc. September 1, 2010 Page 2
your registration statement, you identify the placement agent as Aego Capital Corp., yet the Form 8-K announcing the private placement identifies the placement agent as Aegis Capital Corp. Please advise or revise. Form 10-Q Fiscal Quarter Ended June 30, 2010
Item 4T. Controls and Procedures
Evaluation of Disclosure Cont rols and Procedures, page 22
3. We note that you have provided disclosure pursuant to Item 4T of 10-Q and Item 308T of Regulation S-K. Please note that the disclosure requirements set forth in these items should be included only with respect to a fi scal period ending on or after December 15, 2007, but before June 15, 2010. Item 6. Exhibits
4. We note that you have replaced the word “report” with “quarterly report” in paragraphs 2 and 3 of the certification required by Exchange Act Rule 13a-14(a). In future filings, the word “report” in these paragraphs should not be preceded or modified by the period to which the certification pertains.
Please direct any questions to Ryan Houseal , Attorney-Advisor, at (202) 551-3105 or, in his absence, to me at (202) 551-3735.
Sincerely,
Barbara C. Jacobs Assistant Director
cc: Via Facsimile: (303) 770-7257
Show Raw Text
September 1, 2010 Patrick White Chief Executive Officer Document Security Systems, Inc. 28 Main Street East, Suite 1525 Rochester, New York 14614 Re: Document Security Systems, Inc. Amendment No. 1 to Registrati on Statement on Form S-3 Filed August 13, 2010 File No. 333-166357 Form 10-Q Fiscal Quarter Ended June 30, 2010 Filed August 12, 2010 File No. 1-32146 Dear Mr. White: We have reviewed the above-referenced fili ngs and the related response letter dated August 12, 2010 and have the following comments. If indicated, we think you should revise your document in response to this comment. After reviewing this information, we may raise additional comments. Unless othe rwise noted, where a prior comment is referred to, it refers to our letter dated May 24, 2010. Registration Statement on Form S-3 Risk Factors, page 6 1. We note that you have continuously reported a material weakness in your internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act) for a few years. Please incl ude a risk factor disclosing the nature and duration of the material weakness and the eff ects that such material weakness has had or could have on your operations. To the exte nt known, please disclose an estimated timeframe as well as any material costs asso ciated with remediation. Similar disclosure should be included in your Exchange Act reports. Selling Stockholders Selling Stockholders Table, page 13 2. We note that you have amended your registrati on statement to include 41,379 additional shares for resale by your placement agent in your July 22, 2010 private placement. In Patrick White Document Security Systems, Inc. September 1, 2010 Page 2 your registration statement, you identify the placement agent as Aego Capital Corp., yet the Form 8-K announcing the private placement identifies the placement agent as Aegis Capital Corp. Please advise or revise. Form 10-Q Fiscal Quarter Ended June 30, 2010 Item 4T. Controls and Procedures Evaluation of Disclosure Cont rols and Procedures, page 22 3. We note that you have provided disclosure pursuant to Item 4T of 10-Q and Item 308T of Regulation S-K. Please note that the disclosure requirements set forth in these items should be included only with respect to a fi scal period ending on or after December 15, 2007, but before June 15, 2010. Item 6. Exhibits 4. We note that you have replaced the word “report” with “quarterly report” in paragraphs 2 and 3 of the certification required by Exchange Act Rule 13a-14(a). In future filings, the word “report” in these paragraphs should not be preceded or modified by the period to which the certification pertains. Please direct any questions to Ryan Houseal , Attorney-Advisor, at (202) 551-3105 or, in his absence, to me at (202) 551-3735. Sincerely, Barbara C. Jacobs Assistant Director cc: Via Facsimile: (303) 770-7257 Gary A Agron, Esq. Law Offices of Gary A Agron, Esq.