SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 

 

SCHEDULE 13D

(Rule 13d-102)

 

INFORMATION TO BE IN INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. 5)1

 

DECISIONPOINT SYSTEMS, INC.

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

 

24345Q106

(CUSIP Number)

 

  copy to:

Thom Waye

Sigma Capital Advisors, LLC

800 Third Avenue

Suite 1701

New York, New York 10022 

Kevin W. Waite, Esq.

Moomjian, Waite & Coleman, LLP

100 Jericho Quadrangle

Suite 225

Jericho, New York 11753

 

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

February 8, 2013

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

NOTE:          Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

 

 

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

 

 
 

 

CUSIP No. 24345Q106 13D Page 2 of 8 Pages

 

1. NAME OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     
  Sigma Opportunity Fund II, LLC  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)   ¨
    (b)   ¨
     
3. SEC USE ONLY  
     
     
4. SOURCE OF FUNDS *  
  OO  
     

5.          CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      ¨

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION
  Delaware
   

 

NUMBER OF 7. SOLE VOTING POWER 105,700 (See Item 4)
SHARES    
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY    
EACH 9. SOLE DISPOSITIVE POWER 105,700 (See Item 4)
REPORTING    
PERSON WITH 10. SHARED DISPOSITIVE POWER -0-

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  105,700 (See Item 4)
   
   
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  ¨
   
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  1.1% (See Item 4)
   
   
14. TYPE OF REPORTING PERSON *
  OO - Limited Liability Company
   

 

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CUSIP No. 24345Q106 13D Page 3 of 8 Pages

 

1. NAME OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     
  Sigma Capital Advisors, LLC  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)   ¨
    (b)   ¨
     
3. SEC USE ONLY  
     
     
4. SOURCE OF FUNDS *  
  OO  
     

5.          CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      ¨

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION
  Delaware
   

 

NUMBER OF 7. SOLE VOTING POWER 145,700 (See Item 4)
SHARES    
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY    
EACH 9. SOLE DISPOSITIVE POWER 145,700 (See Item 4)
REPORTING    
PERSON WITH 10. SHARED DISPOSITIVE POWER -0-

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  145,700 (See Item 4)
   
   
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  ¨
   
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  1.6% (See Item 4)
   
   
14. TYPE OF REPORTING PERSON *
  OO - Limited Liability Company
   
3
 

 

CUSIP No. 24345Q106 13D Page 4 of 8 Pages

 

1. NAME OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     
  Sigma Capital Partners, LLC  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)   ¨
    (b)   ¨
     
3. SEC USE ONLY  
     
     
4. SOURCE OF FUNDS *  
  OO  
     

5.          CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      ¨

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION
  Delaware
   

 

NUMBER OF 7. SOLE VOTING POWER 145,700 (See Item 4)
SHARES    
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY    
EACH 9. SOLE DISPOSITIVE POWER 145,700 (See Item 4)
REPORTING    
PERSON WITH 10. SHARED DISPOSITIVE POWER -0-

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  145,700 (See Item 4)
   
   
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  ¨
   
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  1.6% (See Item 4)
   
   
14. TYPE OF REPORTING PERSON *
  OO - Limited Liability Company
   

 

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CUSIP No. 24345Q106 13D Page 5 of 8 Pages

 

1. NAME OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     
  Thom Waye  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)   ¨
    (b)   ¨
     
3. SEC USE ONLY  
     
     
4. SOURCE OF FUNDS *  
  OO  
     

5.          CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      ¨

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION
  U.S.A.
   

 

NUMBER OF 7. SOLE VOTING POWER 145,700 (See Item 4)
SHARES    
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY    
EACH 9. SOLE DISPOSITIVE POWER 145,700 (See Item 4)
REPORTING    
PERSON WITH 10. SHARED DISPOSITIVE POWER -0-

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  145,700 (1) (See Item 4)
   
   
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  ¨
   
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  1.6% (See Item 4)
   
   
14. TYPE OF REPORTING PERSON *
  IN
   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

 

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This Amendment No. 5 (“Amendment”) amends and supplements the Schedule 13D, dated June 30, 2011, as amended by Amendment No. 1, dated June 4, 2012, Amendment No. 2, dated October 12, 2012, Amendment No. 3, dated November 1, 2012, and Amendment No. 4, dated December 20, 2012 (collectively as amended, the “Schedule 13D”), filed by Sigma Opportunity Fund II, LLC (“Sigma Fund”), Sigma Capital Advisors, LLC (“Sigma Advisors”), Sigma Capital Partners, LLC (“Sigma Partners”) and Thom Waye, as specifically set forth herein.

 

Capitalized terms used and not otherwise herein defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 5.Interest in Securities of the Issuer.

 

(a) The aggregate number and percentage of the Company’s Common Stock owned by each Reporting Person is as follows:

 

(i)Aggregate number of shares of Common Stock that may be deemed beneficially owned by Sigma Fund: 105,700

Percentage: 1.1%

(ii)Aggregate number of shares of Common Stock that may be deemed beneficially owned by Sigma Advisors: 145,700

Percentage: 1.6%

(iii)Aggregate number of shares of Common Stock that may be deemed beneficially owned by the Sigma Partners: 145,700

Percentage: 1.6%

(iv)Aggregate number of shares of Common Stock that may be deemed beneficially owned by the Thom Waye: 145,700

Percentage: 1.6%

 

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(b)   The number of shares of Common Stock over which each Reporting Person has the power to vote and the power to dispose is as follows:

 

(i)1. Sole power to vote or to direct vote: 105,700
2. Shared power to vote or to direct vote: -0-
3. Sole power to dispose or to direct the
disposition: 105,700
4. Shared power to dispose or to direct the
disposition -0-

 

(ii)1. Sole power to vote or to direct vote: 145,700
2. Shared power to vote or to direct vote: -0-
3. Sole power to dispose or to direct the
disposition: 145,700
4. Shared power to dispose or to direct the
disposition -0-

 

(iii)1. Sole power to vote or to direct vote: 145,700
2. Shared power to vote or to direct vote: -0-
3. Sole power to dispose or to direct the
disposition: 145,700
4. Shared power to dispose or to direct the
disposition -0-

 

(iv)1. Sole power to vote or to direct vote: 145,700
2. Shared power to vote or to direct vote: -0-
3. Sole power to dispose or to direct the
disposition: 145,700
4. Shared power to dispose or to direct the
disposition -0-

 

(c)   On February 8, 2013, Sigma Fund and Sigma Advisors disposed of 765,353 and 25,000 shares of Common Stock, respectively, to third party accredited investors in a private sale at a price of $0.80 per share of Common Stock. Except as set forth in this Section 3(c) of the Amendment, there have been no transactions effected with respect to the Securities within the past 60 days of the date hereof by the Reporting Persons.

 

(e)   On February 8, 2013, the Reporting Persons ceased to be the beneficial owners of more than five percent of the class of Securities.

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 26, 2013

 

    SIGMA OPPORTUNITY FUND II, LLC  
  By: SIGMA CAPITAL ADVISORS, LLC  
       
  By: /s/ Kevin W. Waite  
    Kevin W. Waite, Authorized Representative  
       
    SIGMA CAPITAL ADVISORS, LLC  
       
  By: /s/ Kevin W. Waite  
    Kevin W. Waite, Authorized Representative  
       
    SIGMA CAPITAL PARTNERS, LLC  
       
  By: /s/ Kevin W. Waite  
    Kevin W. Waite, Authorized Representative  
       
    /s/ Kevin W. Waite  
    Thom Waye  
    By: Kevin W. Waite, Power of Attorney  

 

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