Attached files
| file | filename |
|---|---|
| EX-10.1 - SECURITIES PURCHASE AGREEMENT - DecisionPoint Systems, Inc. | f8k121609ex10i_decisionpnt.htm |
| EX-99.1 - PRESS RELEASE - DecisionPoint Systems, Inc. | f8k121609ex99i_decisionpnt.htm |
| EX-10.2 - FORM OF NOTE - DecisionPoint Systems, Inc. | f8k121609ex10ii_decisionpnt.htm |
| EX-10.3 - FORM OF WARRANT - DecisionPoint Systems, Inc. | f8k121609ex10iii_decisionpnt.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): December 16, 2009
DECISIONPOINT
SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-144279
|
74-3209480
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
19655
Descartes, Foothill Ranch, CA 92610-2609
(Address
of principal executive offices) (Zip code)
(949)
465-0065
(Registrant's
telephone number, including area code)
Gregory
Sichenzia, Esq.
Peter
DiChiara, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
December 16, 2009, DecisionPoint Systems, Inc. (the “Company”) entered into a
Securities Purchase Agreement with four purchasers whereby it issued $2,500,000
of non-convertible 15% Senior Subordinated Secured Promissory Notes (the
“Notes”), 500,000 shares of its common stock, par value $0.001 per share (the
“Common Stock”), and warrants to purchase 2,000,000 shares of the Company’s
Common Stock (collectively, the “Financing”).
Pursuant
to the Securities Purchase Agreement, on December 17, 2009, the Company issued
$2,500,000 of Notes and received $2,425,000 in net proceeds for the Notes after
the Purchasers deducted a 3% closing fee. The Notes shall bear
interest at a rate of 15% per annum and shall mature on May 31.
2011. The Company shall have the ability to extend the maturity date
to November 30, 2011. For all repayments of principal before November
30, 2010, the Company shall pay 107% of the principal repayments to the
Purchasers. For all repayments of principal after November 30, 2010,
the Company shall pay 114% of the principal repayments to the
Purchasers. On both November 30, 2010 and May 31, 2011, the Company
shall pay the Purchasers a fee equal to 1.5% of the outstanding aggregate
principal amount of the Notes.
As part
of the Financing, the Company also issued to the Purchasers in the aggregate
(i) warrants (the “Warrants”) to purchase 2,000,000 shares of the Company’s
Common Stock, of which Warrants to purchase 1,000,000 shares have an exercise
price of $0.60 per share and Warrants to purchase 1,000,000 shares have an
exercise price of $0.50 per share and (ii) 500,000 shares of Common Stock
(“Shares”). In connection with the closing of the transactions
contemplated by the Securities Purchase Agreement, the Company reimbursed the
Purchasers for approximately $36,000 of their expenses.
The
Notes, the Warrants and the underlying shares (“Warrant Shares”), and the Shares
will be non-transferable in the absence of an effective registration statement
under the Securities Act, or an available exemption, and all securities will be
imprinted with a restrictive legend. The Purchasers have “piggyback”
registration rights, under certain circumstances, if the Company shall determine
to prepare and file a registration statement relating to an offering for its own
account or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8.
Pursuant
to the Securities Purchase Agreement, the Company and the Company’s Chief
Executive Officer and Chief Financial Officer agreed with each Purchaser that
until all the Notes are repaid in full (including interest and principal
thereon), the Company shall not pay either officer an annual salary greater than
$250,000; provided, however, that in the
event (A) the Company’s Consolidated EBITDA for the year ended December 31, 2010
is $3,000,000 or greater, based upon the Company’s consolidated audited
financial statements and (B) the Purchasers consent in writing to a salary
increase, then each officer’s salary shall increase retroactively to January 1,
2011, to $350,000 each. The Security Purchase Agreement and the Notes
contain customary affirmative and negative covenants and events of
default. Borrowings under the Notes are secured by a second lien on
all of the Company's assets. Proceeds from the Notes will be used for
working capital purposes.
The
description of each of the Securities Purchase Agreement, the Notes and the
Warrant set forth herein does not purport to be complete and is qualified in its
entirety by reference to the full text thereof, a copy of which is attached to
this Current Report on Form 8-K.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in response to this Item 2.03.
Item
3.02 Unregistered Sales of Equity
Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in response to this Item 3.02. The
Purchasers are accredited investors as such term is defined in Rule 501 of
the Securities Act of 1933, as amended (“Securities Act”). The
securities were issued in a private placement under
Section 4(2) and/or Rule 506 of Regulation D under the Securities
Act. The offering was not conducted in connection with a public
offering, and no public solicitation or advertisement was made or relied upon by
the investor in connection with the offering.
(d)
Exhibits
|
Exhibit
Number
|
Description
|
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10.1
|
Securities
Purchase Agreement
|
|
|
10.2
|
Form
of Note
|
|
|
10.3
|
Form
of Warrant
|
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|
99.1
|
Press
Release
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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DECISIONPOINT
SYSTEMS, INC.
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Dated:
December 21, 2009
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By:
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/s/
Nicholas Toms
|
|
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Name:
Nicholas R. Toms
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Title:
Chief Executive Officer
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