Attached files
file | filename |
---|---|
EX-2.1 - SilverSun Technologies, Inc. | ex2-1.htm |
EX-10.2 - SilverSun Technologies, Inc. | ex10-2.htm |
EX-99.1 - SilverSun Technologies, Inc. | ex99-1.htm |
EX-10.1 - SilverSun Technologies, Inc. | ex10-1.htm |
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): June 14, 2012
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 June 14, 2012 (the “Closing Date” or the “Closing”) SWK Technologies, Inc., a Delaware corporation and wholly owned subsidiary of SilverSun Technologies, Inc. (“we”, “our” or the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company, Neal L. Wolf, Esq., of Neal L. Wolf & Associates, LLC, not individually, but solely in his capacity as Trustee-Assignee of the Trust Agreement and Assignment for the Benefit of Creditors of Hightower, Inc. (the “Seller”), Hightower, Inc., an Illinois corporation (“Hightower”), and Jeffrey Rosengarden, Robert Nordin and Brian Dunn as the sole shareholders of Hightower (the “Hightower Shareholders”).
On the Closing Date, pursuant to the terms of the Purchase Agreement, the Seller, in accordance with his duties and obligations as Trustee-Assignee under the Trust Agreement dated May 1, 2012, transferred, conveyed and delivered all of the Acquired Assets of Hightower as defined in the Purchase Agreement to the Company. In consideration for the Acquired Assets, the Company paid the Seller in the aggregate the sum of $410,005.96 in cash. In addition, the Company entered into Consulting Agreements with Jeffrey Rosengarden and Robert Nordin (the “Consulting Agreements”).
Pursuant to the Purchase Agreement, the Company has the right to offset any amount owed to the Seller or Hightower Shareholders under the Purchase Agreement or the Consulting Agreements against any amount otherwise payable to Seller or Hightower Shareholders by the Company. However, such offset does not limit a Hightower Shareholder and/or Seller’s liability to the Company.
The above description of the Purchase Agreement and Consulting Agreements do not purport to be complete and are qualified in their entirety by reference to such documents filed as exhibits hereto.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth above under Item 1.01 to this Current Report on Form 8-K, Entry into a Material Definitive Agreement, is hereby incorporated by reference into this Item 2.01.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
|
Description
|
|
2.1
|
||
10.1
|
||
10.2
|
||
99.1
|
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: June 20, 2012
|
By:
|
/s/ Mark Meller
|
|
Mark Meller
|
|||
President, Chief Executive Officer and
|
|||
Principal Accounting Officer
|