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
DECISIONPOINT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
000-54200
|
37-1644635
|
|
(State of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
8697 Research Drive
Irvine, CA 92618
(Address of principal executive offices) (Zip code)
(949) 465-0065
(Registrant's telephone number, including area code)
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 8.01 Other Events.
On July 2, 2014, DecisionPoint Systems, Inc. (the “Registrant”) received a written “Wells Notice” from the staff of the Securities and Exchange Commission (the “SEC”) indicating that the staff has made a preliminary determination to recommend that the SEC bring an administrative proceeding against the Registrant. On the same day Nicholas R. Toms, the Registrant’s President and Chief Executive Officer and a member of the Board of Directors, also received a Wells Notice. The SEC staff has informed the Registrant that both Wells Notices relate to allegations that, from late 2009 to early 2011, Mr. Toms was the beneficial owner of shares of common stock of the Registrant that were held and traded by a Delaware corporation in which Mr. Toms was a 10% owner; that Mr. Toms exercised control over the corporation’s securities account; and that the corporation’s shareholding and trades should have been reflected at the relevant times in public disclosures of Mr. Toms’ other holdings of the Registrant’s common stock.
A Wells Notice is neither a formal allegation of wrongdoing nor a finding that any violations of law have occurred. Rather, it provides the recipient with an opportunity to respond to issues raised by the staff and offer its perspective to the staff prior to any decision to institute proceedings. The Registrant intends to make a submission to the staff in response to the Wells Notice setting forth why no action should be commenced against it.
In addition, the Registrant’s Audit Committee has begun an internal review, assisted by new outside counsel, and the Registrant’s independent directors have placed Mr. Toms on leave from his duties as an officer of the Registrant, pending further inquiries and determinations. Mr. Toms remains a director of the Registrant and retains his duties as a director. Mr. Dan Romanello, who has served since August 2013 as the Executive Advisor to the CEO, is undertaking Mr. Toms’ duties as an officer on an interim basis.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
DECISIONPOINT SYSTEMS, INC.
|
|||
|
Dated: July 10, 2014
|
By:
|
/s/ Michael P. Roe
|
|
|
Name: Michael P. Roe
|
|||
|
Title: Chief Financial Officer
|
|||
3