-----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, LqtlFumCgKjJ1TjicjHjTlFAu/NDBjV+XqnnYICsqnQzOrdazsN2AaUZKM13ktAL r6WKqjuQ8F2nSOoKl6Ubkw== 0001221825-05-000039.txt : 20050519 0001221825-05-000039.hdr.sgml : 20050519 20050519115025 ACCESSION NUMBER: 0001221825-05-000039 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050329 FILED AS OF DATE: 20050519 DATE AS OF CHANGE: 20050519 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: Waye Thom CENTRAL INDEX KEY: 0001327217 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20660 FILM NUMBER: 05843775 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 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20660 FILM NUMBER: 05843776 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 Opportunity Fund LLC CENTRAL INDEX KEY: 0001291480 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20660 FILM NUMBER: 05843777 BUSINESS ADDRESS: STREET 1: 800THIRD AVENUE STREET 2: SUITE 1701 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122016636 MAIL ADDRESS: STREET 1: 800THIRD AVENUE STREET 2: SUITE 1701 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20660 FILM NUMBER: 05843778 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 3 1 sigoppfund_directinsiteex.xml X0202 3 2005-03-29 0 0000879703 DIRECT INSITE CORP DIRLOB 0001291480 Sigma Opportunity Fund LLC C/O SIGMA CAPITAL ADVISORS, LLC 800 THIRD AVENUE, STE 1701 NEW YORK NY 10022 0 0 1 0 0001327128 Sigma Capital Partners, LLC SIGMA CAPITAL PARTNERS 800 THIRD AVENUE NEW YORK NY 10022 0 0 1 0 0001327217 Waye Thom THOM WAYE 800 THIRD AVENUE NEW YORK NY 10022 0 0 1 0 0001327130 Sigma Capital Advisors, LLC SIGMA CAPITAL ADVISORS 800 THIRD AVENUE NEW YORK NY 10022 0 0 1 0 Warrants (Rights to buy Common Stock) .90 2012-03-28 Common Stock 650000 D The excercisability date is the date on which warrants issued in a Follow-on Financing (as defined in the next sentence) become exercisable or as may otherwise be agreed between Direct Insite Corp. (the "Company") and Sigma Opportunity Fund, LLC ("Sigma") in connection with a Follow-on Financing, or, if a Follow-on Financing does not occur by May 13, 2005, then the Exercisability Date shall be May 13, 2005 (unless a later date is agreed to in writing by the Company and Sigma). "Follow-on Financing" shall mean a private placement consummated by the Company by May 13, 2005, or such longer period as agreed to by the Company and Sigma, pursuant to which Sigma is the lead investor and Sigma and its affiliates and appointees invest between $2,500,000 and $3,500,000. $.90, except that if a Follow-on Financing occurs, the exercise price shall be as agreed between the Company and Sigma in connection with the Follow-on Financing, subject to the same antidilution adjustments as provided in the warrants issued in connection with the Follow-on Financing, or, if the Follow-on Financing is not consummated by May 13, 2005 or such later date as agreed to in writing by the Company and Sigma, then the exercise price shall be $.01 effective May 13, 2005 or such later date as agreed to in writing by the Company and Sigma. This Form 3 is filed jointly by 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 the Company and Sigma is a 10% owner of the Company. The securities reported in this Form 3 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 manager of Sigma Advisors and the sole member of Sigma Partners. Mr. Waye, Sigma Partners and Sigma Advisors disclaim beneficial ownership of the shares owned by Sigma except to the extent of their pecuniary interest therein. Sigma Opportunity Fund, LLC, By: Sigma Capital Advisors, LLC By: /s/ Thom Waye, Manager 2005-05-09 Sigma Capital Advisors, LLC, By: /s/ Thom Waye, Manager 2005-05-09 Sigma Capital Partners, LLC, By: /s/ Thom Waye, Member 2005-05-09 /s/ Thom Waye 2005-05-09 -----END PRIVACY-ENHANCED MESSAGE-----