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 13, 2019
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SILVERSUN TECHNOLOGIES, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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001-38063 |
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16-1633636 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
120 Eagle Rock Ave
East Hanover, NJ 07936
(Address of Principal Executive Offices)
(973) 396-1720
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common shares (par value $0.00001 per share) |
SSNT |
NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
SilverSun Technologies, Inc. (the “Company”) filed a Certificate of Elimination of Certificate of Designations (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware. The Certificate of Withdrawal eliminates the Company’s Series B Preferred Stock, par value $.001 per share (the “Series B Preferred”), from the Company’s Certificate of Incorporation. Prior to filing the Certificate of Elimination, Mark Meller, the Company’s Chief Executive Officer and Chairman and owner of the only share of Series B Preferred, cancelled the only share of Series B Preferred issued and outstanding. A copy of the Certificate of Elimination is included as an exhibit to this current report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Description |
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3.1* |
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*filed herewith
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.
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SILVERSUN TECHNOLOGIES, INC. |
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Date: September 13, 2019 |
By: |
/s/ Mark Meller |
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Mark Meller |
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President and Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF ELIMINATION OF CERTIFICATE OF DESIGNATIONS,
PREFERENCES, AND RIGHTS OF
SERIES B PREFERRED STOCK, $.001 PAR VALUE PER SHARE
OF
SILVERSUN TECHNOLOGIES, INC.
That, pursuant to authority conferred on the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation (as amended and may be amended from time to time, the “Certificate of Incorporation”) and pursuant to the provisions of Section 151 of Title 8 of the Delaware Code, the Board of Directors, at a meeting of its members held on April 22, 2019, adopted a the recitals and resolutions eliminating the Certificate of Designation, Preferences, and Rights of Series B Preferred Stock, which resolution is as follows:
WHEREAS, the Board of Directors, at a meeting of its members held on April 22, 2019, adopted a resolution providing for the designation, preferences and relative, participating, optional or other rights, and qualifications, limitations or restrictions thereof, of one (1) share of the Corporation’s Preferred Stock, par value $0.001 per share (the “Series B Certificate”);
WHEREAS, the holder of Series B Preferred Stock has cancelled his ownership of all Series B Preferred Stock and acknowledged and agreed to the elimination of the certificate of designations, preferences and rights of the Series B Preferred Stock;
WHEREAS, no shares of Series B Preferred Stock currently remain outstanding and no such shares of Series B Preferred Stock shall be issued in the future;
WHEREAS, the Board of Directors deems it to be in the best interests of the Corporation and its stockholders to eliminate the Series B Certificate and return all of the shares of Preferred Stock previously designated as Series B Preferred Stock to authorized Preferred Stock available for issuance in accordance with the Company’s current certificate of incorporation and bylaws;
NOW, THEREFORE, BE IT RESOLVED: That pursuant to the authority granted to and vested in the Board of Directors of the Corporation in accordance with the provisions of the Certificate of Incorporation of the Corporation, the Board hereby eliminates the Series B Certificate and returns all previously designated shares of Series B Preferred Stock to their status as authorized Preferred Stock available for issuance as determined by the Board of Directors, and that the officers of the Corporation, and each acting singly, are hereby authorized, empowered and directed to file with the Secretary of State of the State of Delaware a Certificate of Elimination of the Certificate of Designation, Preferences and Rights of the Series B Preferred Stock, as such officer or officers shall deem necessary or advisable to carry out the purposes of this resolution; and finally
BE IT RESOLVED, that when such certificate of elimination becomes effective upon acceptance of the Secretary of State of the State of Delaware, it shall have the effect of eliminating from the Corporation’s current Certificate of Incorporation all matters set forth in the Series B Certificate with respect to the Series B Convertible Preferred Stock.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by and attested by its duly authorized officers this 9th day of September, 2019.
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SILVERSUN TECHNOLOGIES, INC. |
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By: |
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/s/ Mark Meller |
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Name: |
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Mark Meller |
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Title: |
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Chief Executive Officer |