SilverSun Technologies, Inc. (Form: 8-K, Received: 09/27/2011 15:07:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2011

SILVERSUN TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware		000-50302		16-1633636
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	5 Regent Street, Suite 520 Livingston, New Jersey 07039
	(Address of Principal Executive Offices)

(973) 758-9555

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 23, 2011 (the “ Effective Date ”), SilverSun Technologies, Inc., a Delaware corporation (the “ Corporation ”), entered into a Series B Preferred Stock Purchase Agreement (the “ Preferred Stock Purchase Agreement ”) with the Company’s Chief Executive Officer, Mr. Mark Meller (the “ Series B Holder ”), pursuant to which the Series B Holder was issued the only one (1) authorized share of Series B Preferred Stock, par value $0.001 per share (the “ Series B Preferred Stock ”). The Series B Holder was issued one (1) share of Series B Preferred Stock as partial consideration for such Series B Holder’s agreement to personally guarantee the repayment of two promissory notes (the “ Notes ”), dated April 11, 2011, each in the principal face amount of $275,000, for an aggregate principal sum of $550,000 the terms of which are incorporated by reference herein as Exhibit 10.1.

The Series B Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Designation (the “ Certificate of Designation ”) filed by the Corporation with the Secretary of State of the State of Delaware (“ Delaware Secretary of State ”) on September 23, 2011, as more fully described in Item 5.03 below.

Each one (1) share of the Series B Preferred shall have voting rights equal to (x) the total issued and outstanding Common Stock eligible to vote at the time of the respective vote divided by (y) forty nine one-hundredths (0.49) minus (z) the total issued and outstanding Common Stock eligible to vote at the time of the respective vote. For the avoidance of doubt, if the total issued and outstanding Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of the Series B Preferred Stock shall be equal to 5,204,082 (e.g. (5,000,000 / 0.49) – 5,000,000 = 5,204,082).

The foregoing descriptions of the Notes and the Preferred Stock Purchase Agreement are not intended to be complete and are qualified in their entirety by the complete text of the Form of Note incorporated by reference herein as Exhibit 10.1 and the complete text of the Form of Preferred Stock Purchase Agreement attached herein as Exhibit 10.2 to this Current Report on Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated by reference into this Item 3.02.

The Company claims an exemption from the registration requirements of the Act for the private placement of the securities referenced herein pursuant to Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

Item 3.03 Material Modification to Rights of Security Holders.

On September 23, 2011, the Corporation filed the Certificate of Designation with the Delaware Secretary of the State pursuant to which the Corporation set forth the designation, powers, rights, privileges, preferences and restrictions of the Series B Preferred Stock. Among other things, each one share of Series B Preferred Stock shall entitle the Series B Holder to have voting rights equal to (x) the total issued and outstanding Common Stock eligible to vote at the time of the respective vote divided by (y) forty nine one-hundredths (0.49) minus (z) the total issued and outstanding Common Stock eligible to vote at the time of the respective vote. For the avoidance of doubt, if the total issued and outstanding Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of the Series B Preferred Stock shall be equal to 5,204,082 (e.g. (5,000,000 / 0.49) – 5,000,000 = 5,204,082).

The foregoing description of the Series B Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by, the Certificate of Designation, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Certificate of Incorporation of the Corporation authorizes the issuance of up to 1,000,000 shares of preferred stock and further authorizes the Board of Directors of the Corporation (the “ Board ”) to fix and determine the designation, preferences, conversion rights, or other rights, including voting rights, qualifications, limitations, or restrictions of the preferred stock. However, so long as any shares of Series A Convertible Preferred Stock (“ S eries A Preferred ”) are outstanding, the Company shall not, without first obtaining the unanimous written consent of the holders of Series A Preferred, alter or change the rights, preferences or privileges of the Series A Preferred so as to affect adversely the holders of Series A Preferred Stock. On September 14, 2011 the Board approved by unanimous written consent an amendment to the Corporation’s Certificate of Incorporation to designate the rights and preferences of Series B Preferred Stock. On September 14, 2011 the holders of Series A Preferred approved by unanimous written consent an amendment to the Corporation’s Certificate of incorporation to designate the rights and preferences of Series B Preferred Stock.

On September 23, 2011, the Corporation filed the Certificate of Designation with the Delaware Secretary of State. The Series B Preferred Stock is being issued to the Series B Holder as described in Item 1.01 of this Form 8-K, which is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

4.1*	Certificate of Designation of Series B Preferred Stock filed with the Delaware Secretary of State on September 23, 2011

10.1	Form of Promissory Note (incorporated by reference to Exhibit 10.1 to the Corporation’s Form 8-K filed on April 14, 2011).

10.2	Form of Preferred Stock Purchase Agreement (incorporated herein by reference to Exhibit to 10.1 to the Corporation’s Form 8-K filed on

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SILVERSUN TECHNOLOGIES, INC.

Date: September 27, 2011	By:	/s/ Mark Meller
		Mark Meller
		President, Chief Executive Officer and
		Principal Accounting Officer

Exhibit 4.1

CERTIFICATE OF DESIGNATIONS,

PREFERENCES AND RIGHTS OF

SERIES B PREFERRED STOCK, $.001 PAR VALUE PER SHARE

SilverSun Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “ Board ”) on September 14, 2011 in accordance with the provisions of its Certificate of Incorporation (as amended and may be amended from time to time, the “ Certificate of Incorporation ”) and by-laws. The authorized series of the Corporation’s previously-authorized preferred stock shall have the following preferences, privileges, powers and restrictions thereof, as follows:

RESOLVED , that pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Certificate of Incorporation, as amended, and by-laws of the Corporation, the Board hereby authorizes a series of the Corporation’s previously authorized preferred stock (the “ Preferred Stock ”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof as follows:

I. NAME OF THE CORPORATION

SilverSun Technologies, Inc.

II. DESIGNATION AND AMOUNT; DIVIDENDS

A. Designation . The designation of said series of preferred stock shall be Series B Preferred Stock, $.001 par value per share (the “ Series B Preferred ”).

B. Number of Shares . The number of shares of Series B Preferred authorized shall be one (1) share and shall have a stated value equal to $1.00 (as may be adjusted for any stock dividends, combinations or splits with respect to such shares) (the “ Series B Stated Value ”).

C. Dividends : Initially, there will be no dividends due or payable on the Series B Preferred. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.

III. LIQUIDATION AND REDEMPTION RIGHTS .

In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series B Preferred shall be entitled to receive, on parity with the holders Common Stock, assets of the Corporation available for distribution to the holders of capital stock of the Corporation. The Series B Preferred shall not have any priority or preference with respect to any distribution of any of the assets of the Corporation. Neither a consolidation or merger of the Corporation with another corporation or other entity nor a sale, transfer, lease or exchange of all or part of the Corporation's assets will be considered a liquidation, dissolution or winding up of the affairs of the Corporation for purposes of this Article III.

IV. RANK

All shares of the Series B Preferred shall rank (i) senior to the Corporation’s Class A common stock, par value $.00001 per share (“ Class A Common Stock ”), senior to the Corporation’s Class B common stock, par value $.00001 per share (“ Class B Common Stock ”), senior the Corporation’s Series A Convertible Preferred Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

VI. VOTING RIGHTS

Each one (1) share of the Series B Preferred shall have voting rights equal to (x) the total issued and outstanding Common Stock and Preferred Stock eligible to vote at the time of the respective vote divided by (y) forty nine one-hundredths (0.49) minus (z) the total issued and outstanding Common Stock plus Preferred Stock eligible to vote at the time of the respective vote. For the avoidance of doubt, if the total issued and outstanding Common Stock plus Preferred Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of the Series B Preferred Stock shall be equal to 5,204,082 (e.g. (5,000,000 / 0.49) – 5,000,000 = 5,204,082).

VII. PROTECTION PROVISIONS

So long as any shares of Series B Preferred are outstanding, the Corporation shall not, without first obtaining the unanimous written consent of the holders of Series B Preferred, alter or change the rights, preferences or privileges of the Series B Preferred so as to affect adversely the holders of Series B Preferred.

XIII. MISCELLANEOUS

A. Status of Redeemed Stock : In case any shares of Series B Preferred shall be redeemed or otherwise reacquired, the shares so redeemed or reacquired shall resume the status of authorized but unissued shares of preferred stock, and shall no longer be designated as Series B Preferred.

B. Lost or Stolen Certificates : Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (with a bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Preferred Stock Certificates.

C. Waiver : Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series B Preferred granted hereunder may be waived as to all shares of Series B Preferred (and the holders thereof) upon the unanimous written consent of the holders of the Series B Preferred.

D. Notices : Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in the same manner as set forth in this Section.

If to the Corporation:

SilverSun Technologies, Inc.

5 Regent Street, Suite 520

Livingston, New Jersey 07039

Attention: Mark Meller;

Telephone: (973) 758-6100

Facsimile: (973) 758-6120

If to the holder of Series B Preferred, to the address listed in the Corporation’s books and records.

IN WITNESS WHEREOF, the undersigned has signed this certificate as of the 23 rd day of September, 2011.

SILVERSUN TECHNOLOGIES, INC.

By:	/s/ Mark Meller
	Name:	Mark Meller
	Title:	President and Chief Executive Officer