-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MpqjiRqWUndEMdnB/e309ZlVq5FvTrLBXgQsvgCkyOTMqAwMJf8YH+4qK2o0wX1U VTUnvTy2cVby4XNtuc14gg== 0000932214-07-000091.txt : 20070522 0000932214-07-000091.hdr.sgml : 20070522 20070522164115 ACCESSION NUMBER: 0000932214-07-000091 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070515 FILED AS OF DATE: 20070522 DATE AS OF CHANGE: 20070522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Waye Thom CENTRAL INDEX KEY: 0001327217 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20660 FILM NUMBER: 07871539 BUSINESS ADDRESS: BUSINESS PHONE: 212-201-6636 MAIL ADDRESS: STREET 1: C/O SIGMA CAPITAL ADVISORS, LLC STREET 2: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DIRECT INSITE CORP CENTRAL INDEX KEY: 0000879703 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112895590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 80 ORVILLE DR CITY: BOHEMIA STATE: NY ZIP: 11716 BUSINESS PHONE: 5162441500 MAIL ADDRESS: STREET 1: 80 ORVILLE DRIVE CITY: BOHEMIA STATE: NY ZIP: 11716 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER CONCEPTS CORP /DE DATE OF NAME CHANGE: 19930328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sigma Opportunity Fund LLC CENTRAL INDEX KEY: 0001291480 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20660 FILM NUMBER: 07871542 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: SUITE 1701 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122016636 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: SUITE 1701 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sigma Capital Partners, LLC CENTRAL INDEX KEY: 0001327128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20660 FILM NUMBER: 07871540 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-6636 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sigma Capital Advisors, LLC CENTRAL INDEX KEY: 0001327130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20660 FILM NUMBER: 07871541 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-6636 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4/A 1 amend0507_ex.xml X0202 4/A 2007-05-15 2007-05-17 0 0000879703 DIRECT INSITE CORP DIRI.OB 0001291480 Sigma Opportunity Fund LLC 800 THIRD AVENUE SUITE 1701 NEW YORK NY 10022 0 0 1 0 0001327130 Sigma Capital Advisors, LLC 800 THIRD AVENUE NEW YORK NY 10022 0 0 1 0 0001327128 Sigma Capital Partners, LLC 800 THIRD AVENUE NEW YORK NY 10022 0 0 1 0 0001327217 Waye Thom C/O SIGMA CAPITAL ADVISORS, LLC 800 THIRD AVENUE NEW YORK NY 10022 0 0 1 0 Common Stock 2007-05-15 4 X 0 650000 .01 A 650000 D Common Stock 2007-05-15 4 J 0 3824 1.70 D 646176 D Common Stock 2007-05-15 4 S 0 1700 1.65 D 644476 D Common Stock 2007-05-15 4 S 0 800 1.73 D 643676 D Common Stock 2007-05-15 4 S 0 6000 1.74 D 637676 D Common Stock 2007-05-15 4 S 0 1500 1.80 D 636176 D Warrants (Right to Buy) 0.01 2007-05-15 4 X 0 650000 0.01 D 2005-05-13 2012-03-28 Common Stock 650000 0 D This Form 4 is filed jointly by Sigma Opportunity Fund, LLC ("Sigma"), Sigma Capital Advisors, LLC ("Sigma Advisors"), Sigma Capital Partners, LLC ("Sigma Partners") and Thom Waye. Mr. Waye, Sigma Advisors and Sigma Partners may be deemed to be 10% owners of Direct Insite Corp. (the "Company") and Sigma is a 10% owner of the Company. The securities reported in this Form 4 are owned directly by Sigma and owned indirectly by Sigma Advisors by virtue of it being the managing member of Sigma and by Sigma Partners by virtue of it being the sole member of Sigma Advisors and by Mr. Waye by virtue of his position as the sole member of Sigma Partners. Mr. Waye, Sigma Advisors and Sigma Partners disclaim beneficial ownership of the shares owned by Sigma except to the extent of their pecuniary interest therein. Surrender of shares acquired contemporaneously upon the cashless exercise of a warrant reported in Table II. Sigma Opportunity Fund, LLC, By: Sigma Capital Advisors LLC, By: Kevin W. Waite, Authorized Representative, /s/Kevin W. Waite 2007-05-22 Sigma Capital Advisors, LLC, By: Kevin W. Waite, Authorized Representative, /s/Kevin W. Waite 2007-05-22 Sigma Capital Partners, LLC, By: Kevin W. Waite, Authorized Representative, /s/Kevin W. Waite 2007-05-22 Thom Waye, By: Kevin W. Waite, By Power of Attorney, /s/Kevin W. Waite 2007-05-22 EX-24 2 poa.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitute and appoint each of Maydan Rothblum and Kevin W. Waite, signing singly, as the undersigned's true and lawful attorney-in-fact and authorized representative, for it and in its name, place and stead: (1) to execute on behalf of the undersigned and cause to be filed and/or delivered, as required under Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Act") and the regulations thereunder, any number, as appropriate, of original, copies or electronic filings of the Securities and Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together with any amendments and joint filing agreements under Rule 13d-1(f) of the Act, as may be required thereto) to be filed and or delivered with respect to any equity security (as defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned and which must be reported by the undersigned pursuant to Section 13(d) of the Act and the regulations thereunder; (2) to execute on behalf of the undersigned and cause to be filed electronically any forms, including without limitation, Securities and Exchange Commission Forms 3, 4 and 5 (together with any amendments as may be required thereto) required to be filed pursuant to Section 16(a) of the Act and the regulations thereunder; and (3) generally to take such other actions and perform such other things necessary to effectuate the foregoing as fully in all respects as if the undersigned could do if personally present. This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned. The undersigned acknowledges that the foregoing attorneys-in-fact and authorized representatives, in serving in such capacities at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) or Section 16 of the Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 16th day of May, 2007. SIGMA OPPORTUNITY FUND, LLC By: Sigma Capital Advisors, LLC By: /s/Thom Waye ----------------------------------------- Thom Waye, Manager SIGMA CAPTIAL ADVISORS, LLC By: /s/Thom Waye ----------------------------------------- Thom Waye, Manager SIGMA CAPITAL PARTNERS, LLC By: /s/Thom Waye ----------------------------------------- Thom Waye, Sole Member SIGMA BERLINER, LLC By: Sigma Capital Advisors, LLC By: /s/Thom Waye ----------------------------------------- Thom Waye, Manager /s/Thom Waye - ------------------------------------ Thom Waye -----END PRIVACY-ENHANCED MESSAGE-----