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 111, 2009

MTM Technologies, Inc.

(Exact name of registrant as specified in its charter)

New York	0-22122	13-3354896
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1200 High Ridge Road, Stamford, Connecticut 06905

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 975-3700

N/A

(Former name or former address, if changed since last report)

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 2, 2009, MTM Technologies, Inc.~~ (~~the “Company”~~1), Letter and its subsidiaries (collectively with the Company, the “Companies”) entered into the following agreements: (i) an Eighth Amendment (the “Eighth Amendment”) to the Credit Facilities Agreement dated as of August 21, 2007 with GE Commercial Distribution Finance Corporation (“CDF”), as Administrative Agent, GECC Capital Markets Group, Inc., as Sole Lead Arranger and Sole Bookrunner, and CDF, as Lender (the “GE Credit ~~Facilities~~Commitment ~~Agreement”),~~ and ~~(ii)~~Reimbursement ~~Amendment No. 8 (“Amendment No. 8”) to the Secured Credit~~ Agreement dated as of November 23, 2005 with Columbia Partners, L.L.C. Investment Management (“CP”), as Investment Manager, and National Electric Benefit Fund (“NEBF”), as Lender (the “CP/NEBF Credit Agreement” and together with the GE Credit Facilities Agreement, the “Credit Agreements”).

On June ~~May 29~~11, 2009, ~~CDF~~MTM ~~made~~Technologies, ~~certain~~Inc. ~~advances~~(“MTM”), and toits subsidiaries (collectively with the Company, the “Companies”) entered ~~under~~into ~~the~~a GELetter of Credit ~~Facilities~~Commitment and Reimbursement Agreement with National Electrical Benefit Fund represented by Columbia Partners, L. AsL.C. Investment aManagement, ~~condition~~its ofinvestment ~~such~~manager ~~advances~~(“Columbia”), FirstMark ~~CDF~~III ~~required~~L.P. ~~NEBF~~(“FMIII”), FirstMark toIII ~~enter~~Offshore ~~into~~Partners, aL.P. ~~limited~~(“FMIII Offshore”), ~~guarantee~~Constellation ~~for~~Venture ~~the~~Capital ~~benefit~~II, L.P. of(“Constellation ~~CDF~~II”), Constellation ~~whereby~~Venture ~~NEBF~~Capital ~~guaranteed~~Offshore II, L.P. (“Constellation II Offshore”), CVC II Partners LLC (“CVCII”) and the ~~repayment~~BSC Employee ~~obligations~~Fund ofVI, L.P. (“BSC”, and together with Columbia, FMIII, FMIII Offshore, Constellation II, Constellation II Offshore, and CVCII, the $1“L/C Guarantors”),~~900~~ and Columbia Partners,~~000~~ ~~advance~~L.L.C. toInvestment Management (“CP”), as Investment Manager for the ~~Companies~~L/C Guarantors (as modified through June 11, 2009, the “~~NEBF~~L/C ~~Guarantee~~Agreement”).

~~Amendment~~The ~~No.~~Companies 8are ~~provides~~parties ~~for,~~to ~~among~~a ~~other~~Credit ~~things~~Facilities Agreement dated as of August 21, 2007 with GE Commercial Distribution Finance Corporation (a“CDF”), ~~the~~as ~~waiver~~Administrative byAgent, CPGECC Capital Markets Group, Inc., as Sole Lead Arranger and ~~NEBF~~Sole ofBookrunner, ~~the~~and ~~Companies’~~CDF, ~~Existing~~as ~~Defaults~~Lender ~~under~~and have entered into a Ninth Amendment thereto (the ~~terms~~“Ninth ofAmendment”, as amended and modified through June 11, 2009, the ~~CP/NEBF~~“CDF Credit ~~Agreement;~~Facilities (bAgreement”), ~~the~~as ~~Companies’~~discussed ~~guarantee~~below. As ofa ~~reimbursement~~condition of ~~payments~~CDF ~~made~~continuing byto ~~NEBF~~make advances under the ~~NEBF~~CDF ~~Guarantee;~~Credit ~~(c)~~Facilities anAgreement, ~~amendment~~CDF torequired that one or more of the ~~interest~~L/C ~~rate;~~Guarantors ~~(d)~~provide anletters ~~amendment~~of tocredit in the ~~definition~~aggregate amount of ~~“Senior~~$8,500,000 ~~Indebtedness”~~to provide credit support and ~~(e)~~additional collateral to secure the Companies’ ~~waiver~~obligations byunder the ~~Companies~~CDF ofCredit ~~any~~Facilities ~~claims~~Agreement. The ~~they~~terms ~~may~~of ~~have~~the ~~against~~L/C CPAgreement ~~and~~provide ~~NEBF~~that ~~existing~~the orletters ~~occurring~~of oncredit orshall ~~prior~~expire tono ~~the~~later ~~date~~than ofMay ~~Amendment~~31, No2010. 8.

The ~~Eighth~~Companies ~~Amendment~~are ~~provides~~obligated to reimburse the L/C Guarantors for, ~~among~~any ~~other~~drawing ~~things,~~made (on a) anletter ~~acknowledgement~~ of ~~the~~credit ~~NEBF~~immediately ~~Guarantee;~~following ~~(b)~~any ~~the~~payment ~~waiver~~made by ~~CDF~~the issuing bank of ~~the~~such ~~Companies’~~letter ~~Existing~~of ~~Defaults~~credit. The ~~under~~Companies ~~the~~are GErequired ~~Credit~~to ~~Facilities~~pay ~~Agreement;~~a ~~(c)~~drawing ~~the~~fee ~~termination~~equal ofto ~~all~~the ~~Commitments~~amount ~~and~~required ~~replacement~~to ~~with~~provide the ~~Facilities~~L/C ~~(comprised~~Guarantors ofwith a $15~~,000,000~~% ~~Revolving~~rate ~~Loan~~of ~~Facility~~return ~~and~~on adrawings ~~$15,000,000~~made ~~Floorplan~~on ~~Loan~~the ~~Facility)~~letters of credit. Additionally, ~~with~~in the ~~aggregate~~event ~~limit~~of a Change of ~~such~~Control, ~~Facilities~~Event ~~not~~of toDefault ~~exceed~~or ~~$25,000,000;~~Liquidity ~~and~~Event (das such terms are defined in the L/C Agreement), ~~amendments~~the Companies are required to ~~certain~~pay ~~definitions~~to ~~and~~the ~~financial~~L/C ~~covenants~~Guarantors a Success Fee payable in cash by the Companies in the amount of $34,000,000.

~~Any~~To ~~term~~secure ~~not~~the ~~otherwise~~repayment ~~defined~~obligations inof ~~this~~the ~~discussion~~Companies ~~has~~under the ~~meaning~~L/C ~~ascribed~~Agreement to(including ~~such term in~~ the ~~respective~~obligation ~~agreement~~to orpay ~~amendment~~the ~~thereto. The~~Success ~~Eighth~~Fee), ~~Amendment and Amendment No. 8 are intended to provide~~ the Companies ~~with~~have ~~bridge~~granted ~~financing~~to ~~until~~CP, aas ~~more~~investment ~~permanent~~manager ~~solution~~for ~~can be reached. A Ninth Amendment to~~ the GEbenefit ~~Credit~~of ~~Facilities Agreement and an Amendment No. 9 to~~ the CPL/~~NEBF~~C ~~Credit~~Guarantors, ~~Agreement~~a ~~are~~security ~~currently~~interests ~~being~~in ~~negotiated. The Company and~~ the ~~lenders are working to finalize the agreements.~~ following:

~~The~~• ~~Eighth~~all ~~Amendment~~of ~~and~~the ~~Amendment~~Companies’ ~~No.~~right, 8title ~~are~~and ~~filed~~interest ~~herewith~~in ~~as Exhibits 10.1~~ and ~~10.2,~~to ~~respectively. The~~certain ~~foregoing~~property ~~descriptions~~ of the ~~Eighth~~Companies ~~Amendment~~pursuant ~~and~~to ~~Amendment~~a ~~No.~~Security 8Agreement dobetween ~~not~~the ~~purport~~Companies ~~to be complete,~~ and ~~are~~the ~~qualified~~L/C inGuarantors ~~their entirety by reference to~~ (the ~~full~~“Security ~~text of such documents, which are incorporated by reference herein.~~Agreement”);

~~Item~~• ~~2.03~~certain ~~Creation~~trademarks of athe ~~Direct~~Companies ~~Financial~~pursuant ~~Obligation~~to or an ~~Obligation~~Intellectual ~~under~~Property anSecurity ~~Off-Balance~~Agreement ~~Sheet~~between ~~Arrangement~~the ofCompanies aand ~~Registrant.~~the L/C Guarantors (the “IP Security Agreement”); and

Reference is made to the descriptions of the Eighth Amendment and Amendment No. 8 in Item 1.01 hereof, which are incorporated by reference herein.

•

100% of the capital stock and membership interests of each of the Companies pursuant to a Stock Pledge Agreement between the Companies and the L/C Guarantors (the “Pledge Agreement”).

With respect to the priority and subordination of the security interests granted in connection with the L/C Agreement, the parties entered into (1) a Subordination Agreement, between CDF, for itself and in its capacity as agent for the Lenders under the CDF Credit Facilities Agreement, the L/C Guarantors and CP, with respect to the CDF Credit Facilities Agreement and the L/C Agreement, (2) a Subordination Agreement between CP and the L/C Guarantors, with respect to the L/C Agreement and the CP/Columbia Credit Agreement (as defined below), (3) a Second Amended Subordinated Promissory Note (as defined below) with respect to the L/C Agreement and the Amended and Restated Notes (as defined below) and (4) the Amended and Restated Notes.

FirstMark (as defined below) currently owns or controls approximately 57% of MTM’s voting stock and has the right to acquire up to 62% of MTM’s voting stock. Gerald A. Poch and Sterling Phillips are members of MTM’s Board of Directors and are also affiliated with FirstMark.

Constellation (as defined below) currently owns or controls approximately 15% of MTM’s voting stock and has the right to acquire up to 15% of MTM’s voting stock. Thomas Wasserman is a member of MTM’s Board of Directors and is also affiliated with Constellation.

The L/C Agreement, Security Agreement, IP Security Agreement and Pledge Agreement are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively. The foregoing descriptions do not purport to be complete, and are qualified in their entirety by reference to the full text of such documents, which are incorporated by reference herein.

(2) Amendments to the CDF Credit Facilities Agreement and to the CP/Columbia Credit Agreement

Also on June 11, 2009, the Companies entered into the following agreements: (i) the Ninth Amendment, and (ii) Amendment No. 9 (“Amendment No. 9”) to the Secured Credit Agreement dated as of November 23, 2005 with CP, as Investment Manager, and Columbia, as Lender (the “CP/Columbia Credit Agreement”).

The Ninth Amendment provides for, among other things, (a) consent to the incurrence by the Companies of the indebtedness provided for in the L/C Agreement, (b) amendments relating to the L/C Agreement, (c) consent to the sale by MTM of its facilities business, (d) a change in the maturity date of the Aggregate Revolving Loan to March 31, 2010, and (e) amendments to certain definitions, representations and warranties and financial covenants.

Amendment No. 9 provides for, among other things, (a) consent to the incurrence by the Companies of the indebtedness provided for in the L/C Agreement, (b) amendments relating to the L/C Agreement, (c) consent to the sale by MTM of its facilities business; and (d) amendments to certain definitions and rights of Columbia.

The Ninth Amendment and Amendment No. 9 are filed herewith as Exhibits 10.5 and 10.6, respectively. The foregoing descriptions do not purport to be complete, and are qualified in their entirety by reference to the full text of such documents, which are incorporated by reference herein.

(3) Amended and Restated Junior Subordinated Notes

On June 11, 2009, the following promissory notes were amended and restated pursuant to the terms of a Second Amendment to Subordinated Promissory Notes between MTM, FMIII and FMIII Offshore (FMIII and FMIII Offshore together, “FirstMark”) and Constellation II, Constellation II Offshore, BSC and CVCII Partners (Constellation II, Constellation II Offshore, BSC and CVCII, “Constellation”) (the “Second Amendment”):

(i)

a Second Amended Subordinated Promissory Note dated June 11, 2008 in the amount of $2,191,123, a Subordinated Promissory Noted dated June 11, 2008 in the amount of $2,410,235, a Subordinated Promissory Note dated June 16, 2008 in the amount of $219,112, and an Amended and Restated Subordinated Promissory Note dated February 11, 2009 in the amount of $876,449, all of which are issued by MTM and payable to the order of Pequot Private Equity Fund III, L.P. (now FMIII) or FMIII (collectively, the “FMIII Notes”),

(ii)

a Second Amended Subordinated Promissory Note dated June 11, 2008 in the amount of $308,877, a Subordinated Promissory Noted dated June 11, 2008 in the amount of $339,765, a Subordinated Promissory Note dated June 16, 2008 in the amount of $30,888 and an Amended and Restated Subordinated Promissory Note dated February 11, 2009 in the amount of $123,551, all of which are issued by MTM and payable to the order of Pequot Offshore Private Equity Partners III, L.P. (now FMIII Offshore) or FMIII Offshore (collectively, the “FMIII Offshore Notes” and, together with the FMIII Notes, the “FirstMark Notes”), and

(iii)

a Subordinated Promissory Note dated June 16, 2008 in the amount of $249,617.80 from MTM payable to the order of Constellation II, a Subordinated Promissory Note dated June 16, 2008 in the amount of $132,834.65 from MTM payable to the order of Constellation II Offshore, a Subordinated Promissory Note dated June 16, 2008 in the amount of $111,313.95 from MTM payable to the order of BSC, and a Subordinated Promissory Note dated June 16, 2008 in the amount of $6,233.60 from MTM payable to the order of CVCII (collectively, the “Constellation Notes” and, together with the FirstMark Notes, the “Junior Subordinated Notes”).

MTM issued Amended and Restated Subordinated Promissory Notes in the same principal amounts to the same holders of the Junior Subordinated Notes (the “Amended and Restated Notes”) on the terms set forth in the Second Amendment. The Second Amendment (i) amended all of the Junior Subordinated Notes to extend the maturity dates to November 30,

2010; (ii) amended the FirstMark Notes to provide that the rights of FirstMark to the payment of principal and interest with respect to such FirstMark Notes are subordinated to the payment rights of CP, as Investment Manager for the L/C Guarantors under the L/C Agreement; and (iii) amended the Constellation Notes to provide that the rights of Constellation to the payment of principal and interest with respect to such Constellation Notes are subordinated to the payment rights of CP, as Investment Manager for the L/C Guarantors under the L/C Agreement.

As noted above, FirstMark currently owns approximately 57% of MTM’s voting stock and has the right to acquire up to 62% of MTM’s voting stock and Gerald A. Poch and Sterling Phillips are members of MTM’s Board of Directors and are also affiliated with FirstMark. Additionally, Constellation currently owns approximately 15% of MTM’s voting stock and has the right to acquire up to 15% of MTM’s voting Stock. Thomas Wasserman is a member of MTM’s Board of Directors and is also affiliated with Constellation.

The Second Amendment is filed herewith as Exhibit 10.7 and the Amended and Restated Notes are filed as Exhibits 10.8 through 10.19. The foregoing descriptions of the Amended and Restated Notes do not purport to be complete, and are qualified in their entirety by reference to the full text of such document, which is incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the descriptions of the agreements in Item 1.01 hereof, which are incorporated by reference herein.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InOn June ~~late~~15, ~~May~~ 2009, ~~the~~Steve ~~Company~~Stringer, President and Chief Executive Officer, was appointed ~~advised~~Principal ~~that~~Financial JOfficer of MTM.W Mr. ~~(Jay)~~Stringer ~~Braukman~~has ~~III,~~served ~~the Company~~as MTM’s ~~Chief~~President ~~Financial~~since ~~Officer,~~June ~~would~~2005 beand ~~taking~~as Chief aExecutive ~~leave~~Officer ofsince ~~absence~~August ~~for medical reasons~~2008. On From June 1,through ~~2009~~September 2004, he ~~the~~was ~~Board~~employed ofby ~~Directors~~Pequot ~~appointed~~Capital ~~Rosemarie~~Management ~~Milano,~~Inc. ~~the~~(“Pequot”) and ~~Company’s~~made ~~Vice~~available ~~President,~~by ~~Corporate~~Pequot ~~Finance~~to ~~and~~MTM ~~Treasury,~~as ~~and~~a ~~Jason~~consultant. ~~Bernstein,~~Effective ~~the~~August ~~Company’s~~20, ~~Vice~~2008, FirstMark ~~President~~Capital, ~~Operations Finance~~L.L.C., toa ~~jointly~~Delaware ~~assume~~limited ~~the~~liability ~~duties~~company, ofbecame the ~~Chief~~investment manager ~~Financial~~of ~~Officer~~certain ~~position~~funds ~~while~~formerly ~~Mr. Braukman~~managed isby ~~on leave~~Pequot. In ~~connection~~These ~~with~~funds ~~Mr.~~included ~~Braukman’s~~Pequot Private ~~leave~~Equity ofFund ~~absence~~III, ~~the~~L.P. ~~Board~~and ofPequot ~~Directors~~Offshore ~~removed~~Private ~~him~~Equity asPartners ~~Secretary~~III, L.P., ofnow ~~the~~known ~~Company~~as ~~and~~FirstMark ~~appointed~~III MsL.P. ~~Milano~~and toFirstMark ~~the~~III ~~Secretary~~Offshore ~~position~~Partners, L.P.

Ms. Milano, age 56, has served as the Company’s Vice President, Corporate Finance and Treasury, for the past three years and has served in various financial management positions with the Company since 2004. Mr. Bernstein, age 37, has served as the Company’s Vice President, Operations Finance, for the past three years. Mr. Bernstein he served in various financial and operational positions with the Company since 1994.

Item 8.01 Other Events.

Given the increasing cost demands and resources required in connection with of being a reporting company, the Company’s Board of Directors is exploring a number of cost cutting measures and recapitalization options and has engaged an independent advisor to assist in the process. In connection therewith, the Company may decide to deregister its common stock under the Securities Exchange Act of 1934, as amended, and, therefore, the Company’s obligations to file reports (including periodic reports, proxy statements, and tender offer statements) with the Securities and Exchange Commission would cease. Third party obligations to make public filings, including the obligations of certain shareholders to file Schedule 13Gs or Schedule 13Ds, would also cease as a result of deregistration. If the Company does decide to deregister its common stock, its common stock would no longer trade on the NASDAQ but may continue to trade on the Pink Sheets. At this time, no decision has been made to deregister the common stock or to follow any other specific course of action with respect to the foregoing.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.

Exhibit 10.1 ~~Eighth~~Letter ~~Amendment~~of ~~to GE~~ Credit ~~Facilities~~and Repayment Agreement, dated June 11, 2009.

Exhibit 10.2 ~~Amendment~~Security ~~No.~~Agreement, 8dated toJune ~~CP/NEBF~~11, ~~Credit Agreement~~2009.

Exhibit 10.3 IP Security Agreement, dated June 11, 2009.

Exhibit 10.4

Pledge Agreement, dated June 11, 2009.

Exhibit 10.5

Ninth Amendment to GE Credit Facilities Agreement, dated June 11, 2009.

Exhibit 10.6

Amendment No. 9 to CP/Columbia Credit Agreement, dated June 11, 2009.

Exhibit 10.7

Second Amendment to Promissory Notes, dated June 11, 2009.

Exhibit 10.8

Third Amended Subordinated Promissory Note dated June 11, 2009 in the amount of $2,191,123 from MTM payable to FMIII.

Exhibit 10.9

Amended and Restated Subordinated Promissory Noted dated June 11, 2009 in the amount of $2,410,235 from MTM payable to FMIII.

Exhibit 10.10

Amended and Restated Subordinated Promissory Note dated June 11, 2009 in the amount of $219,112 from MTM payable to FMIII.

Exhibit 10.11

Second Amended and Restated Subordinated Promissory Note dated June 11, 2009 in the amount of $876,449 from MTM payable to FMIII.

Exhibit 10.12

Third Amended Subordinated Promissory Note dated June 11, 2009 in the amount of $308,877 from MTM payable to FMIII Offshore.

Exhibit 10.13

Amended and Restated Subordinated Promissory Noted dated June 11, 2009 in the amount of $339,765 from MTM payable to FMIII Offshore.

Exhibit 10.14

Amended and Restated Subordinated Promissory Note dated June 11, 2009 in the amount of $30,888 from MTM payable to FMIII Offshore.

Exhibit 10.15

Second Amended and Restated Subordinated Promissory Note dated June 11, 2009 in the amount of $123,551 from MTM payable to FMIII Offshore.

Exhibit 10.16

Amended and Restated Subordinated Promissory Note dated June 11, 2009 in the amount of $249,617.80 from MTM payable to the order of Constellation II.

Exhibit 10.17

Amended and Restated Subordinated Promissory Note dated June 11, 2009 in the amount of $132,834.65 from MTM payable to the order of Constellation II Offshore.

Exhibit 10.18

Amended and Restated Subordinated Promissory Note dated June 11, 2009 in the amount of $111,313.95 from MTM payable to the order of BSC.

Exhibit 10.19

Amended and Restated Subordinated Promissory Note dated June 11, 2009 in the amount of $6,233.60 from MTM payable to the order of CVCII.

SIGNATURES

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.

	MTM TECHNOLOGIES, INC.
	MTM TECHNOLOGIES, INC. (Registrant)
	(Registrant)
June 17, 2009	By:	/s/ Steven Stringer
June 4, 2009	By: /s/ Steve Stringer
		Steven Stringer President and Chief Executive Officer
	Steve Stringer
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit

Filing Compare · MTM Technologies, Inc.