Unassociated Document

-----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, KPyLJN8C4vjJbBU3+fbmExR1709/LnPuzjXHlwyhfCzWfphfaKrGwwUuWen+50ra 8RPfhLPpkhqwqZDUJ8G1Tw== 0001144204-08-032771.txt : 20080530 0001144204-08-032771.hdr.sgml : 20080530 20080529175649 ACCESSION NUMBER: 0001144204-08-032771 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080530 DATE AS OF CHANGE: 20080529 GROUP MEMBERS: SIGMA BERLINER, LLC GROUP MEMBERS: SIGMA CAPITAL ADVISORS, LLC GROUP MEMBERS: SIGMA CAPITAL PARTNERS, LLC GROUP MEMBERS: THOM WAYE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BERLINER COMMUNICATIONS INC CENTRAL INDEX KEY: 0000826773 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 752233445 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61031 FILM NUMBER: 08867854 BUSINESS ADDRESS: STREET 1: 20 BUSHES LANE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 201.791.3200 MAIL ADDRESS: STREET 1: 20 BUSHES LANE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: NOVO NETWORKS INC DATE OF NAME CHANGE: 20010104 FORMER COMPANY: FORMER CONFORMED NAME: EVENTURES GROUP INC DATE OF NAME CHANGE: 19990902 FORMER COMPANY: FORMER CONFORMED NAME: ADINA INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sigma Opportunity Fund LLC CENTRAL INDEX KEY: 0001291480 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 v116153_sc13da.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-102)

INFORMATION TO BE IN INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)¹

BERLINER COMMUNICATIONS, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $.00002 PER SHARE

(Title of Class of Securities)

670099100

(CUSIP Number)

	copy to:

Thom Waye	Kevin W. Waite, Esq.
Sigma Capital Advisors, LLC	Moomjian, Waite, Wactlar & Coleman, LLP
800 Third Avenue	100 Jericho Quadrangle
Suite 1701	Suite 225
New York, New York 10022	Jericho, New York 11753

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

April 18, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

Page 1 of 11 pages

1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE notes).

CUSIP No. 670099100

13D

Page 2 of 11 Pages


1	Name of Reporting Person I.R.S. Identification No. of Above Person

	Sigma Opportunity Fund, LLC
2	Check the Appropriate Box if Member of a Group
		(a) o
		(b) x
3	SEC Use Only


4	Source of Funds

	WC
5	Check if Disclosure of Legal Proceeding isRequired Pursuant to Items 2(d) or 2(e)

		o
6	Citizenship or Place of Organization

	Delaware

	7	Sole Voting Power

		4,489,795 (1)
Number of	8	Shared Voting Power
Shares
Beneficially		-0-
Owned by	9	Sole Dispositive Power
Each Reporting
Person With		4,489,795 (1)
	10	Shared Dispositive Power

		-0-

11	Aggregate Amount Beneficially Owned by Each Reporting Person

	4,489,795 (1)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

		o
13	Percent of Class Represented by Amount in Row (11)

	19.4%
14	Type of Reporting Person*

	OO - Limited Liability Company

(1) Consists of 1,489,795 shares of common stock and 3,000,000 shares of common stock underlying a convertible note.

CUSIP No. 670099100

13D

Page 3 of 11 Pages


1	Name of Reporting Person I.R.S. Identification No. of Above Person

	Sigma Capital Advisors, LLC
2	Check the Appropriate Box if Member of a Group
		(a) o
		(b) x
3	SEC Use Only


4	Source of Funds

	OO
5	Check if Disclosure of Legal Proceeding isRequired Pursuant to Items 2(d) or 2(e)

		o
6	Citizenship or Place of Organization

	Delaware

	7	Sole Voting Power

		6,884,692 (1)
Number of	8	Shared Voting Power
Shares
Beneficially		-0-
Owned by	9	Sole Dispositive Power
Each Reporting
Person With		6,884,692 (1)
	10	Shared Dispositive Power

		-0-

11	Aggregate Amount Beneficially Owned by Each Reporting Person

	6,884,692 (1)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

		o
13	Percent of Class Represented by Amount in Row (11)

	27.7%
14	Type of Reporting Person*

	OO - Limited Liability Company

(1) Consists of 2,234,692 shares of common stock; 4,500,000 shares of common stock underlying convertible notes; and 150,000 shares of common stock underlying a warrant.

CUSIP No. 670099100

13D

Page 4 of 11 Pages


1	Name of Reporting Person I.R.S. Identification No. of Above Person

	Sigma Capital Partners, LLC
2	Check the Appropriate Box if Member of a Group
		(a) o
		(b) x
3	SEC Use Only


4	Source of Funds

	OO
5	Check if Disclosure of Legal Proceeding isRequired Pursuant to Items 2(d) or 2(e)

		o
6	Citizenship or Place of Organization

	Delaware

	7	Sole Voting Power

		6,884,692 (1)
Number of	8	Shared Voting Power
Shares
Beneficially		-0-
Owned by	9	Sole Dispositive Power
Each Reporting
Person With		6,884,692 (1)
	10	Shared Dispositive Power

		-0-

11	Aggregate Amount Beneficially Owned by Each Reporting Person

	6,884,692 (1)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

		o
13	Percent of Class Represented by Amount in Row (11)

	27.7%
14	Type of Reporting Person*

	OO- Limited Liability Company

(1) Consists of 2,234,692 shares of common stock; 4,500,000 shares of common stock underlying convertible notes; and 150,000 shares of common stock underlying a warrant.

CUSIP No. 670099100

13D

Page 5 of 11 Pages


1	Name of Reporting Person I.R.S. Identification No. of Above Person

	Sigma Berliner, LLC
2	Check the Appropriate Box if Member of a Group
		(a) o
		(b) x
3	SEC Use Only


4	Source of Funds

	OO
5	Check if Disclosure of Legal Proceeding isRequired Pursuant to Items 2(d) or 2(e)

		o
6	Citizenship or Place of Organization

	Delaware

	7	Sole Voting Power

		2,170,407 (1)
Number of	8	Shared Voting Power
Shares
Beneficially		-0-
Owned by	9	Sole Dispositive Power
Each Reporting
Person With		2,170,407 (1)
	10	Shared Dispositive Power

		-0-

11	Aggregate Amount Beneficially Owned by Each Reporting Person

	2,170,407 (1)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

		o
13	Percent of Class Represented by Amount in Row (11)

	10.0%
14	Type of Reporting Person*

	OO- Limited Liability Company

(1) Consists of 670,407 shares of common stock and 1,500,000 shares of common stock underlying a convertible note.

CUSIP No. 670099100

13D

Page 6 of 11 Pages


1	Name of Reporting Person I.R.S. Identification No. of Above Person

	Thom Waye
2	Check the Appropriate Box if Member of a Group
		(a) o
		(b) x
3	SEC Use Only


4	Source of Funds

	OO
5	Check if Disclosure of Legal Proceeding isRequired Pursuant to Items 2(d) or 2(e)

		o
6	Citizenship or Place of Organization

	U.S.A.

	7	Sole Voting Power

		6,884,692 (1)
Number of	8	Shared Voting Power
Shares
Beneficially		-0-
Owned by	9	Sole Dispositive Power
Each Reporting
Person With		6,884,692 (1)
	10	Shared Dispositive Power

		-0-

11	Aggregate Amount Beneficially Owned by Each Reporting Person

	6,884,692 (1)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares

		o
13	Percent of Class Represented by Amount in Row (11)

	27.7%
14	Type of Reporting Person*

	IN

(1) Consists of 2,234,692 shares of common stock; 4,500,000 shares of common stock underlying convertible notes; and 150,000 shares of common stock underlying a warrant.

*SEE INSTRUCTIONS BEFORE FILLING OUT

INTRODUCTION

This Amendment No. 1 (“Amendment”) amends and supplements the Schedule 13D, dated December 29, 2006 (“Schedule 13D”), filed by Sigma Opportunity Fund, LLC (“Sigma Fund”), Sigma Capital Advisors, LLC (“Sigma Advisors”), Sigma Capital Partners, LLC (“Sigma Partners”) and Thom Waye, as specifically set forth herein. Except as amended hereby, the information in the Schedule 13D remains accurate in all respects.

Capitalized terms used herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 2. Identity and Background.

(a) This Amendment is being jointly filed by Sigma Fund, Sigma Advisors, Sigma Partners, and Sigma Berliner, LLC (“Sigma Berliner”), each a Delaware limited liability company, and Thom Waye, an individual. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

(v) Sigma Berliner is a private investment fund and Sigma Advisors serves as the managing member of Sigma Berliner.

The Reporting Persons have entered into a Joint Filing Agreement, dated May 29, 2008, a copy of which is filed with this Amendment as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Amendment jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”)

(b) The principal business address of Sigma Berliner is 800 Third Avenue, Suite 1701, New York, New York 10022.

(c) The principal business of Sigma Berliner is investing in securities. The principal business of Sigma Advisors is to serve as the managing member of each of Sigma Fund and Sigma Berliner. The principal business of Sigma Partners is to act as a holding entity for the membership interests of Sigma Advisors. The principal occupation of Mr. Waye is to serve as manager of Sigma Advisors.

(d) Sigma Berliner has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Sigma Berliner has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Sigma Berliner is a limited liability company organized under the laws of Delaware.

Item 3. Source and Amount of Funds or Other Consideration.

On April 18, 2008, Sigma Fund acquired 1,489,795 shares of Common Stock upon exercise of its warrant for 1,500,000 shares in a cashless exercise pursuant to which 10,205 shares underlying the warrant were surrendered to the Issuer as payment of the exercise price.

On April 18, 2008, Sigma Berliner acquired 744,897 shares of Common Stock upon exercise of its warrant for 750,000 shares in a cashless exercise pursuant to which 5,103 shares underlying the warrant were surrendered to the Issuer as payment of the exercise price. Sigma Berliner transferred 74,490 of these shares to Sigma Advisors.

Item 4. Purpose of Transaction.

The Reporting Persons acquired shares of Common Stock based on the Reporting Persons’ belief that such an investment represented an attractive investment opportunity. The Reporting Persons may purchase additional securities, if the Reporting Persons deem that such a transaction represents an attractive investment opportunity, or may similarly dispose of such securities to meet its investment objectives.

Item 5. Interest in Securities of the Issuer.

(a)(i)

Aggregate number of shares of Common Stock that may be deemed beneficially owned by Sigma Berliner: 2,170,407

Percentage: 10.0%

(ii)

Aggregate number of shares of Common Stock that may be deemed beneficially owned by Sigma Fund: 4,489,795

Percentage: 19.4%

(iii)

Aggregate number of shares of Common Stock that may be deemed beneficially owned by Sigma Advisors: 6,884,692

Percentage: 27.7%

(iv)

Aggregate number of shares of Common Stock that may be deemed beneficially owned by Sigma Partners: 6,884,692

Percentage: 27.7%

(v)

Aggregate number of shares of Common Stock that may be deemed beneficially owned by Thom Waye: 6,884,692

Percentage: 27.7%

(b)(i)

1. Sole power to vote or to direct vote: 2,170,407

2. Shared power to vote or to direct vote: -0-

3. Sole power to dispose or to direct the

disposition: 2,170,407

4. Shared power to dispose or to direct the

disposition -0-

(ii)

1. Sole power to vote or to direct vote: 4,489,795

2. Shared power to vote or to direct vote: -0-

3. Sole power to dispose or to direct the

disposition: 4,489,795

4. Shared power to dispose or to direct the

disposition -0-

(iii)

1. Sole power to vote or to direct vote: 6,884,692

2. Shared power to vote or to direct vote: -0-

3. Sole power to dispose or to direct the

disposition: 6,884,692

4. Shared power to dispose or to direct the

disposition -0-

(iv)

1. Sole power to vote or to direct vote: 6,884,692

2. Shared power to vote or to direct vote: -0-

3. Sole power to dispose or to direct the

disposition: 6,884,692

4. Shared power to dispose or to direct the

disposition -0-

(v)

1. Sole power to vote or to direct vote: 6,884,692

2. Shared power to vote or to direct vote: -0-

3. Sole power to dispose or to direct the

disposition: 6,884,692

4. Shared power to dispose or to direct the

disposition -0-

(c) Except as described in Item 3 of this Amendment, there have been no transactions effected with respect to the Common Stock within the past 60 days of the date hereof by the Reporting Persons.

(d) No person(s) other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons.

Item 7. Material to be Filed as Exhibits.

99.1

Joint Filing Agreement, dated May 29, 2008, by and among Sigma Opportunity Fund, LLC, Sigma Berliner, LLC, Sigma Capital Advisors, LLC, Sigma Capital Partners, LLC and Thom Waye.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 29, 2008

		SIGMA OPPORTUNITY FUND, LLC
	BY:	SIGMA CAPITAL ADVISORS, LLC
	BY:	Kevin W. Waite, Authorized Representative

		/s/ Kevin W. Waite
		Kevin W. Waite

		SIGMA BERLINER, LLC
	BY:	SIGMA CAPITAL ADVISORS, LLC
	BY:	Kevin W. Waite, Authorized Representative

		/s/ Kevin W. Waite
		Kevin W. Waite

		SIGMA CAPITAL ADVISORS, LLC
	BY:	Kevin W. Waite, Authorized Representative

		/s/ Kevin W. Waite
		Kevin W. Waite

		SIGMA CAPITAL PARTNERS, LLC
	BY:	Kevin W. Waite, Authorized Representative

		/s/ Kevin W. Waite
		Kevin W. Waite

		Thom Waye
	BY:	Kevin W. Waite, By Power of Attorney

		/s/ Kevin W. Waite
		Kevin W. Waite

EX-99.1 2 v116153_ex99-1.htm Unassociated Document

Exhibit 99.1

Agreement Regarding the Joint Filing of Schedule 13D/A

The undersigned agree as follows:

(1)	Each of them is individually eligible to use the Schedule 13D Amendment to which this Exhibit is attached, and such Schedule 13D Amendment is filed on behalf of them;

(2)

Each of them is responsible for the timely filing of such Schedule 13D Amendment and any amendments thereto, and for completeness and accuracy of the information concerning such person contained herein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: May 29, 2008

SIGMA OPPORTUNITY FUND, LLC

By: Sigma Capital Advisors, LLC

By: Kevin W. Waite, Authorized Representative

/s/ Kevin W. Waite

Kevin W. Waite

SIGMA BERLINER, LLC

By: Sigma Capital Advisors, LLC

By: Kevin W. Waite, Authorized Representative

/s/ Kevin W. Waite

Kevin W. Waite

SIGMA CAPTIAL ADVISORS, LLC

By: Kevin W. Waite, Authorized Representative

/s/ Kevin W. Waite

Kevin W. Waite

SIGMA CAPITAL PARTNERS, LLC

By: Kevin W. Waite, Authorized Representative

/s/ Kevin W. Waite

Kevin W. Waite

Thom Waye

By: Kevin W. Waite, By Power of Attorney

/s/ Kevin W. Waite

Kevin W. Waite

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