Attached files
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| EX-10.1 - EXHIBIT 10.1 - DecisionPoint Systems, Inc. | ex101.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): April 8, 2011
DECISIONPOINT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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333-144279
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74-3209480
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 April 8, 2011, DecisionPoint Systems, Inc. (the “Company”) entered into Amendment No. 3 (“Amendment”) to the Arrangement Agreement (the “Merger Agreement”) among the Company, Comamtech Inc. (“Comamtech”) and 2259736 Ontario Inc. (“Merger Sub”), a subsidiary of Comamtech. The Amendment amends the Merger Agreement among the Company, Comamtech and Merger Sub, as amended. Comamtech and Merger Sub are both incorporated under the laws of the Province of Ontario
The Amendment consists of changes to the mechanics of the Merger Agreement which were amended to ensure an efficient amalgamation of the parties. Furthermore, the "Outside Date" (as defined in the Merger Agreement) has been amended from May 31, 2011 to June 15, 2011, or as may otherwise be mutually agreed to by the parties or as required as a result of regulatory reviews. The Amendment is attached as exhibits hereto and incorporated herein by reference. The foregoing description of the Merger Agreement and Amendment does not purport to be complete and is qualified in its entirety by reference to the attached exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Amendment No. 3 to the Arrangement Agreement
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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: April 14, 2011
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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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