UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECISIONPOINT SYSTEMS, INC.
(Exact name of registrant as specified in its charter) |
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Delaware |
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37-1644635 |
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(State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification No.) |
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1615 South Congress Avenue, Suite 103
Delray Beach, FL |
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33445 |
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(Address of principal executive offices) |
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(Zip code) |
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered |
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Name of each exchange on which
each class is to be registered |
Common Stock, par value $0.001 per share |
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NYSE American LLC |
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
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If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
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If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐ |
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Securities Act registration statement file number to which this form relates:
(if
applicable) |
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Securities to be registered pursuant to Section 12(g) of the Act: None. |
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Item 1. Description of Registrant’s Securities to be Registered.
Authorized Capital Stock
The Company’s authorized
capital stock consists of 60,000,000 shares of capital stock, par value $0.001 per share, of which 50,000,000 shares are common stock,
par value $0.001 per share and 10,000,000 shares are preferred stock, par value $0.001 per share.
Common Stock
Each holder of our common stock
is entitled to one vote for each share of common stock held on all matters submitted to a vote of the stockholders. Holders of our common
stock are entitled to receive ratably the dividends, if any, as may be declared from time to time by the board of directors out of funds
legally available therefor. If there is a liquidation, dissolution or winding up of our company, holders of our common stock would be
entitled to share in our assets remaining after the payment of liabilities. Holders of our common stock have no preemptive or conversion
rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The outstanding
shares of common stock are fully paid and non-assessable. Holders of shares of our common stock are not liable for further calls or to
assessments by us. The rights, powers, preferences and privileges of holders of common stock would be subordinate to, and may be adversely
affected by, the rights of the holders of shares of any series of preferred stock which our board of directors may designate and issue
in the future.
Transfer Agent and Registrar
The transfer agent and registrar
for our common stock is Continental Stock Transfer & Trust. The transfer agent’s address is 1 State Street, 30th
Floor, New York, NY 10004.
Dividend Policy
We have never declared or paid
any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our common stock for the foreseeable
future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay
dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our financial
condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our board of directors may
deem relevant.
Anti-Takeover Provisions of Our Charter Documents
and Delaware Law
Some provisions of our Charter,
our Bylaws and Delaware law could make it more difficult to acquire our company by means of a tender offer, a proxy contest, or otherwise.
Our Bylaws establish advance notice
procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made
by or at the direction of our board of directors or a committee of our board of directors. These procedures provide that notice of stockholder
proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally,
for a proposal to be timely submitted for consideration at an annual meeting, notice must be delivered to our secretary not less than
90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our Bylaws specify the
requirements as to form and content of all stockholders’ notices. These provisions might preclude our stockholders from bringing
matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the
proper procedures are not followed.
Our Charter and Bylaws both provide
that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then
in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders or until such director’s
successor shall have been duly elected and qualified. Accordingly, the board of directors could prevent any stockholder from filling the
new directorships with such stockholder’s own nominee.
Our Charter provides that we may
issue up to 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this registration
statement, no shares of preferred stock were outstanding. Shares of preferred stock may be issued from time to time in one or more
series, each of which will have such distinctive designation or title as shall be determined by our Board prior to the issuance of any
shares thereof. Preferred stock will have such voting powers, full or limited, or no voting powers, and such preferences, privileges and
relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, including dividend
rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms and the number of shares constituting
any series or the designation of any series, as shall be stated in such resolution or resolutions providing for the issue of such class
or series of preferred stock as may be adopted from time to time by the Board prior to the issuance of any shares thereof.
While we do not currently have
any plans for the issuance of any shares of preferred stock, the issuance of such preferred stock could adversely affect the rights of
the holders of common stock and, therefore, reduce the market price of the common stock. It is not possible to state the actual effect
of the issuance of any shares of preferred stock on the rights of holders of the common stock until the Board determines the specific
rights of the holders of the preferred stock; however, these effects may include:
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Restricting dividends on the common stock; |
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Diluting the voting power of the common stock; |
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Impairing the liquidation rights of the common stock; or |
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Delaying, deterring or preventing a change in control of the Company. |
Delaware Anti-Takeover Law
We are subject to Section 203
of the Delaware General Corporation Law which contains anti-takeover provisions. In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a business combination with an interested stockholder for a period of three years following the date that
the person became an interested stockholder, unless the business combination or the transaction in which the person became an interested
stockholder is approved in a prescribed manner. Generally, a business combination includes a merger, asset or stock sale or another transaction
resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and
associates, owns 15% or more of the corporation’s voting stock. The existence of this provision may have an anti-takeover effect
with respect to transactions that are not approved in advance by our board of directors, including discouraging attempts that might result
in a premium over the market price for the shares of common stock held by stockholders.
No Cumulative Voting
Under Delaware law, cumulative
voting for the election of directors is not permitted unless a corporation’s certificate of incorporation authorizes cumulative
voting. Our Charter does not provide for cumulative voting in the election of directors. Cumulative voting allows a minority stockholder
to vote a portion or all of its shares for one or more candidates for seats on our board of directors. Without cumulative voting, a minority
stockholder will not be able to gain as many seats on our board of directors based on the number of shares of our stock the stockholder
holds as compared to the number of seats the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative
voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our board’s decision
regarding a takeover.
Stockholder Action by Written Consent
Delaware law generally provides
that the affirmative vote of a majority of the shares entitled to vote on such matter is required to amend a corporation’s certificate
of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws requires a greater percentage. Our Charter
permits our board of directors to amend or repeal most provisions of our Bylaws by majority vote. Generally, our Charter may be amended
by holders of a majority of the voting power of the then outstanding shares of our capital stock entitled to vote. The stockholder vote
or consent with respect to an amendment of our Charter or Bylaws would be in addition to any separate class vote that might in the future
be required under the terms of any series of preferred stock that might be outstanding at the time such a proposed amendment were submitted
to stockholders. Delaware law and the provisions of our Bylaws generally permit stockholders owning the requisite percentage of shares
of common stock necessary to approve an amendment to our Charter and Bylaws to act by written consent in lieu of a meeting of our stockholders.
Limitation of Liability and Indemnification of
Officers and Directors
Our Bylaws provide indemnification,
including advancement of expenses, to the fullest extent permitted under applicable law to any person made or threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative
by reason of the fact that such person is or was a director or officer of the company, or is or was serving at our request as a director
or officer of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee
benefit plan. In addition, our Charter provides that our directors will not be personally liable to us or our stockholders for monetary
damages for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our shareholders, acted
in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper personal
benefit from their action as directors. This provision does not limit or eliminate our rights or the rights of any stockholder to seek
nonmonetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. In addition, this
provision does not limit the directors’ responsibilities under Delaware law or any other laws, such as the federal securities laws.
We have obtained insurance that insures our directors and officers against certain losses and which insures us against our obligations
to indemnify the directors and officers. We also have entered into indemnification agreements with our directors and executive officers.
Item 2. Exhibits.
Under
the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement
because no other securities of the Registrant are registered on NYSE American LLC and the securities registered hereby are not being registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
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DECISIONPOINT SYSTEMS, INC. |
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Dated: |
May 4, 2022 |
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By: |
/s/ Steve Smith |
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Steve Smith |
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Chief Executive Officer |
DecisionPoint Systems (PK) (USOTC:DPSIP)
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De May 2024 a Jun 2024
DecisionPoint Systems (PK) (USOTC:DPSIP)
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