 | 1345 AVENUE OF THE AMERICAS, 11THFLOOR |
VIA EDGAR
January 6, 2015
US Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Mark P. Shuman, Branch Chief – Legal
| Re: | DecisionPoint Systems, Inc. (the “Company”) |
Post-Effective Amendment No. 1 to Registration Statement on Form S-1
Filed December 19, 2014
File No. 333-193296
Dear Mr. Shuman:
DecisionPoint Systems, Inc. (the “Company”) herein responds to the written comments made by the staff of the Securities and Exchange Commission (the “Commission”) in respect of the Company’s Post-Effective Amendment No. 1 to its Registration Statement on Form S-1 (the “Post-Effective Amendment”) filed under the Securities Act of 1933 (the “Securities Act”), as such comments were set forth in your letter to the Company dated December 23, 2014. For your convenience, we have transcribed each of the staff’s comments below, in bold type, and followed each comment with the Company’s response, in plain type.
Selling Stockholders, Page 73
| 1. | Please ensure that your selling stockholder table reflects the current number of shares that remain to be sold pursuant to this registration statement. Please update your prospectus cover page and other portions of your registration statement, as applicable. |
None of the selling stockholders included in the registration statement have sold or transferred any of the shares registered under the registration statement. Accordingly, the selling stockholder table in the Post-Effective Amendment accurately reflects the number of shares that remain to be sold pursuant to the registration statement, and the Company believes that no further updates to the Post-Effective Amendment are required.
* * * * * * * * * * *
In addition to the foregoing, on behalf of the Company, we acknowledge that:
| · | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company of its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
 | January 6, 2015 U.S Securities and Exchange Commission Att: Mark P. Shuman, Branch Chief - Legal Re: DecisionPoint Systems, Inc. Page 2 of 2 |
| · | thecompanymaynot assert staffcomments and thedeclaration ofeffectiveness as a defense inanyproceedinginitiatedbythe Commission or anyperson under the federal securities laws oftheUnited States. |
* * * * * * * * * * *
We thank the staff in advance for its consideration of the foregoing. Should you have any questions relating to the foregoing, please do not hesitate to contact me at (646) 895-7112 (direct), or (212) 370-1300 (reception), or at my email address,rbaumann@egsllp.com, at any time.
| Very truly yours, | |||
| /s/ Richard Baumann | |||
| Richard Baumann |
Cc: Mitchell Austin, Staff Attorney,
US Securities and Exchange Commission
Michael P. Roe, Chief Financial Officer,
DecisionPoint Systems, Inc.