UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of 1934 ~~reported) June 11, 2013~~

~~Veramark~~Date ~~Technologies~~of Report (Date of earliest event reported): July 16, ~~Inc.~~2013

~~(Exact~~VERAMARK ~~name~~TECHNOLOGIES, ofINC. ~~registrant as specified in its charter)~~

Delaware	0-13898	16-1192368
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
1565 Jefferson Rd, Suite 120, Rochester, New York		14623
(Address of principal executive offices)		(Zip Code)

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code 585-381-6000

Delaware

0-13898

16-1192368

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

~~Not~~1565 ~~Applicable~~Jefferson Road, Rochester, NY 14623

(~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address, if changed since last report~~offices)

~~Check~~(585) ~~the appropriate box below if the Form 8~~381-K6000 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

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

¨ Soliciting material pursuant to Rule 14a-122 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))

~~Item~~Introductory 1Note.01 ~~Entry into a Material Definitive Agreement~~

OnAs ~~June 11,~~previously ~~2013,~~disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Veramark Technologies, Inc., a Delaware corporation (the “Company”) ~~entered~~on ~~into~~June 17, 2013, the Company is party to an Agreement and Plan of Merger, dated as of June 11, 2013 (the “Merger Agreement”), with Hubspoke Holdings, Inc., a Delaware corporation (“~~Parent~~Hubspoke”), and TEM Holdings, Inc., a former Delaware corporation (“Merger Sub”) and a wholly- owned subsidiary of ~~Parent~~Hubspoke. ~~(“Merger~~Pursuant ~~Sub”)~~to ~~pursuant~~the toMerger ~~which~~Agreement, ~~among~~on ~~other things~~June 17, 2013, Merger Sub commenced ~~will commence~~ a tender offer ~~for~~to acquire all of the outstanding shares of common stock, par value $0.10 per share, of the Company (“Shares”), for $1.18 per Share, net to the ~~“Company~~seller ~~Common~~in ~~Stock~~cash (the “Offer Price”), in each case, subject to adjustment for stock splits, stock dividends and similar events, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated June 17, 2013 (as amended or supplemented, the “Offer to Purchase”), and the related letter of transmittal (as amended or supplemented, the ~~Merger~~“Letter ~~Agreement~~of Transmittal” and together with the Offer to Purchase, the “Offer”).

~~Pursuant~~The toOffer ~~the~~expired ~~Merger~~at ~~Agreement,~~12:00 ~~and~~midnight ~~upon~~Eastern ~~the~~Time ~~terms~~on ~~and~~the evening ~~subject~~of toJuly 15, 2013 (the ~~conditions~~“Expiration ~~thereof~~Date”), ~~Merger~~as ~~Sub~~scheduled. ~~will~~The ~~commence~~depositary afor the tender offer ~~(the “Offer”)~~advised toHubspoke ~~acquire~~and ~~all~~Merger Sub that, as of the ~~Company~~Expiration ~~Common~~Date, ~~Stock~~a attotal aof ~~purchase~~9,905,525 ~~price~~Shares ofhad ~~$1.18~~been ~~per~~validly ~~share~~tendered and innot ~~cash~~withdrawn (pursuant to the “Offer ~~Price”)~~, ~~without~~which ~~interest,~~tendered ~~subject~~Shares torepresent ~~any~~approximately ~~required~~90.81% ~~withholding~~ of ~~taxes.~~the Aoutstanding ~~special~~Shares ~~committee~~as of the ~~Company’s Board~~Expiration ofDate. ~~Directors~~On July 16, ~~consisting~~2013, ~~solely~~Merger Sub accepted for payment (such time of ~~independent~~acceptance ~~directors~~for payment, the “Acceptance Time”) all such Shares validly tendered and ~~the~~not ~~Company’s~~withdrawn ~~Board~~pursuant ofto ~~Directors~~the ~~have~~Offer ~~both~~on ~~unanimously~~or ~~approved~~prior to the ~~transaction~~Expiration Date.

~~Parent~~On July 22, 2013, Hubspoke and Merger Sub ~~have~~effected ~~agreed~~a toshort-form ~~commence~~merger ~~the~~under ~~Offer~~Delaware aslaw ~~promptly~~pursuant asto ~~practicable,~~which ~~but in any event no later than June 17, 2013.~~ Merger Sub’s ~~obligation~~merged towith ~~purchase~~and ~~the~~into ~~shares of~~ the Company ~~Common~~ ~~Stock tendered in~~ (the ~~Offer~~“Merger”). isAt ~~subject to certain conditions, including that~~ the effective ~~number~~time of ~~shares~~the ofMerger (the ~~Company~~“Effective ~~Common Stock that have been validly tendered and not properly withdrawn~~Time”), ~~together with~~ the ~~shares~~Company ~~beneficially~~was ~~owned~~the bysurviving ~~Parent~~corporation ~~or Merger~~and ~~Sub,~~is ifnow ~~any, represent at least~~ a ~~majority~~wholly ofowned ~~the~~subsidiary ~~outstanding shares~~ of ~~the Company Common Stock~~Hubspoke.

~~The~~Item ~~Offer will initially expire at midnight, Rochester, New York time, on the 20th business day from the commencement thereof~~2.01 ~~However,~~Completion ~~until~~of ~~such~~Acquisition ~~time~~or asDisposition the applicable conditions in the Merger Agreement have been satisfied, the Offer may be, and in certain cases must be, extended by Merger Sub, but Merger Sub will not be required to extend the offer beyond July 31, 2013 (the “Outside Date”), subject to the applicable rules and regulations of ~~the Securities and Exchange Commission~~Assets.

~~Following~~The ~~the~~information ~~consummation~~contained ~~of the Offer and subject to the terms and conditions set forth~~ in the ~~Merger~~Introductory ~~Agreement~~Note, ~~Merger~~Item 5.01 ~~Sub will merge with~~ and ~~into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”)~~Item 5.02 ~~As a result~~ of ~~the~~this ~~Merger,~~Current ~~each~~Report ~~issued~~on ~~and~~Form ~~outstanding share of Company Common Stock (other than shares of Company Common Stock held by the Company or owned by Merger Sub, Parent or any wholly~~8-~~owned~~K ~~subsidiary~~is ofincorporated ~~Parent or of the Company, or held~~ by ~~stockholders~~reference who are entitled to demand, and who properly demand, appraisal of such shares pursuant to, and who comply in all respects with, Section 262 of the Delaware General Corporation Law) that is not tendered pursuant to the Offer will be converted into ~~the~~this ~~right to receive an amount equal to the Offer Price, without interest (the “Merger Consideration”), subject to any required withholding of taxes~~Item 2.01.

AtItem the effective time of the Merger Agreement: (i) all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to certain provisions in the Merger Agreement, each holder of a certificate formerly representing any such shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 43.0201 ofNotice ~~the Merger Agreement; and (ii) each restricted stock unit award and other right, contingent or accrued, to acquire or receive shares~~ of ~~Company~~Delisting ~~Common Stock~~ or ~~benefits~~Failure ~~measured~~to bySatisfy ~~the value of such shares, and each award of any kind consisting of shares of Company Common Stock that may be held, awarded, outstanding, payable or reserved for issuance (each~~ a ~~“Target~~Continuing ~~Stock~~Listing ~~Award”),~~Rule ~~whether~~ or ~~not~~Standard; ~~then~~Transfer ~~vested or exercisable, will be cancelled and converted into the right to receive from Parent and the surviving corporation, as promptly as reasonably practicable after the effective time~~ of the Merger Agreement, an amount in cash, without interest, equal to the product of (a) the aggregate number of shares of Company Common Stock multiplied by (b) the Merger Consideration, subject to any required withholding of taxesListing.

~~The~~Upon the closing of the Merger, isthe ~~subject~~Company tobecame ~~approval~~a ofwholly-owned ~~the~~subsidiary ~~Merger~~of byHubspoke. ~~the~~In ~~holders~~connection ofwith athe ~~majority~~completion of the Merger, ~~outstanding~~the ~~shares of~~ Company ~~Common~~has ~~Stock.~~informed ~~However,~~ the ~~parties~~OTC ~~have~~Bulletin ~~agreed~~Board ~~that if, after the purchase~~ of the ~~shares~~Merger ofand ~~Company~~requested ~~Common~~that ~~Stock~~trading ~~tendered~~ in the ~~Offer~~Company’s ~~and~~common ~~after~~stock ~~giving~~be ~~effect~~suspended toand ~~any~~that ~~shares purchased pursuant to~~ the ~~Top-Up~~Company’s ~~(as~~common ~~defined below),~~stock ~~Parent,~~be ~~Merger~~withdrawn ~~Sub~~from ~~and~~quotation ~~their~~on ~~respective~~the ~~subsidiaries~~OTC ~~own~~Bulletin atBoard. ~~least~~The ~~90% of the outstanding~~ Company intends ~~Common~~to ~~Stock,~~file ~~then,~~with ~~following~~ the ~~satisfaction~~SEC ora ~~waiver~~Form of15 under the ~~other~~Securities ~~conditions~~Exchange toAct ~~the closing~~ of ~~the Merger~~1934, ~~Parent~~as ~~will~~amended ~~effect~~(the a “~~short-form~~Exchange Act”), ~~merger~~which ~~pursuant~~would toterminate ~~applicable~~and ~~provisions~~suspend of the ~~DGCL~~Company’s ~~that~~reporting ~~will~~obligations ~~not~~under ~~require~~Section 13 ~~the~~and ~~consent~~15(d) of the ~~Company’s~~Exchange ~~stockholders~~Act.

~~Subject~~Item to the terms of the Merger Agreement, the Company has granted Merger Sub an irrevocable option (the “Top-Up Option”) to purchase a number of shares of the Company Common Stock, at a price per share equal to $13.~~18,~~03 upMaterial toModification ~~that number of newly issued shares of Company Common Stock (the “Top-Up Shares”) equal~~ to ~~the~~Rights ~~lowest number~~ of ~~shares~~Security of the Company Common Stock that, when added to the number of shares of the Company Common Stock owned by Parent and its subsidiaries, including Merger Sub, at the time of the exercise of the Top-Up Option, constitutes one share more than 90% of the shares of the Company Common Stock outstanding immediately after the issuance of the Top-Up Shares on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof), subject to a number of restrictions and provisions, described in detail in the Merger AgreementHolders.

The ~~Merger~~information ~~Agreement~~contained ~~contains~~in ~~customary representations and warranties by~~ the ~~Company,~~Introductory ~~Parent~~Note and ~~Merger Sub~~Item 5.01 ~~The~~of ~~Merger~~this ~~Agreement~~Current ~~also~~Report ~~contains~~on ~~customary~~Form ~~covenants~~8-K ~~and~~is ~~agreements,~~incorporated ~~including~~by ~~with~~reference ~~respect~~into tothis ~~the governmental consents and filings, taxes, material contracts and other matters~~Item 3.03.

~~The~~Item ~~Merger~~5.01 ~~Agreement~~Change and the Offer may be terminated under certain customary circumstances by the Company or Parent, including if the Closing has not occurred on or before the Outside Date, subject to certain provisions provided in ~~the~~Control ~~Merger Agreement. The Merger Agreement provides for a termination fee~~ of ~~$600,000 payable by the Company to Parent if the Merger Agreement is terminated under certain circumstances~~Registrant.

~~The~~As ~~foregoing~~described ~~description of the Merger Agreement does not purport to be complete and is qualified~~ in ~~its entirety by reference to~~ the ~~Merger~~Introductory ~~Agreement,~~Note which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The Merger Agreement has been provided solely to inform investors of its terms. The Merger Agreement contains representationsabove, ~~warranties~~ ~~and~~at ~~covenants, which were made for~~ the ~~purposes~~Acceptance ~~of such agreement and as of specific dates~~Time, ~~were~~Merger ~~made~~Sub ~~solely~~accepted for ~~the~~payment ~~benefit~~all ofShares ~~the~~validly ~~parties~~tendered ~~to the Merger Agreement~~ and ~~may be intended~~ not asvalidly ~~statements~~withdrawn ofpursuant ~~facts, but rather as a way of allocating risk~~ to ~~one of~~ the ~~parties~~Offer ifon ~~those~~or ~~statements~~prior ~~prove~~ to ~~be inaccurate. In addition, such representations, warranties and covenants may be subject to important qualifications and limitations agreed to by~~ the ~~Company, Parent and Merger Sub~~ inExpiration ~~connection~~Date. ~~with~~As ~~the~~a ~~negotiated~~result ~~terms~~of ~~or with certain disclosures not reflected in~~ the ~~text~~acceptance of ~~the~~such ~~Merger Agreement~~Shares, ~~may not be accurate or complete as of any specified date or may be subject to~~ a ~~contractual~~change ~~standard of materiality different from those generally applicable to stockholders of other investors~~ in ~~the~~control Company. The Company’s stockholders and other investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the ~~actual state of facts of conditions of the~~ Company, ~~Parent,~~has ~~Merger Sub or any of their respective subsidiaries or affiliates~~occurred.

~~Item~~Following 1the completion of the Offer, Merger Sub owned more than 90% of the issued and outstanding Shares, and Merger Sub was able to effect a short-form merger with the Company without prior notice to, or the approval or consent of, the Company’s stockholders, as permitted by Delaware law.02 ~~Termination~~Upon consummation of the Merger, the Company became a ~~Material~~wholly ~~Definitive~~owned ~~Agreement~~subsidiary of Hubspoke. As a result of the Merger, each of the remaining outstanding Shares (other than Shares that are held by any stockholders who properly demand appraisal in connection with the Merger) was converted into the right to receive the same $1.18 in cash per Share, without interest and less any applicable withholding taxes, that was paid in the Offer (the “Merger Consideration”), except for Shares then owned by Hubspoke, Merger Sub or the Company (as treasury stock or otherwise) or any of their respective wholly owned subsidiaries, which Shares were cancelled and retired and ceased to exist, and no consideration was delivered in exchange therefor. Each of the 1,000 shares of common stock, par value $0.0001, of Merger Sub that was issued and outstanding immediately prior to the Merger was converted into one share of common stock, par value $0.0001 per share, of the Company, as the surviving

On corporation ~~April 30, 2013, the Company entered into an Agreement and Plan~~ of ~~Merger (~~the ~~“Varsity~~ Merger. ~~Agreement”)~~The ~~with Varsity Acquisition~~depositary, ~~LLC,~~acting aas ~~Delaware~~the ~~limited~~paying ~~liability~~agent ~~company (“Varsity”)~~for ~~and~~the ~~All Big Ten Holdings~~Merger, ~~Inc.,~~will amail ~~Delaware~~to ~~company~~the ~~and~~remaining ~~wholly-owned~~former ~~subsidiary~~stockholders of ~~Varsity~~the ~~(“Big~~Company ~~Ten”)~~materials ~~pursuant~~necessary to ~~which,~~exchange ~~among~~their ~~other~~former Shares ~~things,~~for ~~Big~~such ~~Ten~~payment. ~~was~~Following tothe ~~commence~~Merger, aHubspoke ~~tender~~owns ~~offer~~1,000 ~~for~~shares ~~all~~ of ~~the~~common ~~outstanding~~stock ~~shares~~ of the Company ~~Common Stock~~, ~~subject~~representing toall of the ~~terms~~issued and ~~conditions~~outstanding shares of ~~the~~common ~~Varsity~~stock ~~Merger~~of ~~Agreement, as described in~~ the Company~~’s Form 8-K filed on May 1, 2013~~.

~~Pursuant~~The tototal ~~the~~amount ~~Varsity~~of ~~Merger~~funds ~~Agreement,~~required ~~and~~by ~~upon~~Merger ~~the~~Sub ~~terms and subject~~ to consummate the ~~conditions~~Offer ~~thereof,~~and ~~Big~~purchase ~~Ten was~~all tooutstanding ~~commence~~Shares ain ~~tender offer (~~the ~~“Planned~~ Offer”) and to ~~acquire~~provide funding ~~all~~in ofconnection with the ~~outstanding~~Merger ~~shares~~was ofapproximately ~~common~~$13.5 ~~stock~~million, ~~par~~plus ~~value~~related ~~$0.10~~fees ~~per~~and ~~share,~~expenses. ofHubspoke ~~the~~provided ~~Company~~Merger ~~(“Company~~Sub ~~Common~~with ~~Stock”)~~sufficient atfunds ato purchase ~~price~~all ofShares ~~$0.98~~that ~~per~~were ~~share~~validly tendered in ~~cash (~~the ~~“Planned~~ Offer ~~Price”),~~and ~~subject~~not towithdrawn ~~any~~and ~~required~~to ~~withholding~~pay offor the ~~taxes~~Merger Consideration. AHubspoke ~~special~~provided ~~committee~~these offunds ~~the~~from ~~Company’s~~its ~~Board~~available ofcash ~~Directors,~~together ~~consisting~~with ~~solely~~an ofequity ~~independent~~contribution ~~directors~~from Clearlake Capital Partners II, ~~and~~L.P. ~~the~~(“Clearlake”), ~~Company’s~~an ~~Board~~affiliate of ~~Directors~~each ~~both~~of ~~unanimously approved~~Hubspoke ~~the~~and ~~transaction.~~Merger Sub.

~~Varsity~~The ~~and~~other ~~Big~~information ~~Ten~~required ~~agreed~~by toItem 5.01(a) ~~commence the Planned Offer on the fifth business day following the end~~ of ~~the~~Form Go8-~~Shop Period~~K ~~(as~~is ~~defined~~contained ~~below~~in (i). the ~~Big Ten~~Company’s Solicitation/Recommendation ~~obligation~~Statement toon ~~purchase~~Schedule ~~the~~14D-9, ~~shares~~originally offiled with the ~~Company~~SEC ~~Common~~on ~~Stock~~June 17, ~~tendered~~2013, inincluding the ~~Planned~~Information ~~Offer~~Statement ~~was~~comprising ~~subject~~Annex toI ~~certain conditions~~thereto, ~~including~~as ~~that~~subsequently ~~the~~amended ~~number~~and ofsupplemented, ~~shares~~and of (ii) the ~~Company~~Tender ~~Common~~Offer Statement ~~Stock~~on ~~that~~Schedule ~~have~~TO, ~~been validly~~originally ~~tendered~~filed ~~and~~by ~~not~~Clearlake, ~~properly~~Hubspoke ~~withdrawn,~~and ~~together~~Merger Sub with the ~~shares~~SEC ~~beneficially~~on ~~owned by Parent or Merger Sub~~June 17, ~~if any~~2013, ~~represent~~as atsubsequently ~~least~~amended aand ~~majority~~supplemented, ofand ~~the~~such ~~outstanding~~information ~~shares~~is ofincorporated ~~the~~herein ~~Company~~by ~~Common Stock~~reference.

The ~~Varsity~~information ~~Merger~~contained ~~Agreement~~in ~~included a “go-shop” provision whereby~~ the ~~special~~Introductory ~~committee~~Note ofand ~~the~~Item 5.02 ~~Company’s Board~~ of ~~Directors,~~this ~~with~~Current ~~the assistance~~Report ofon ~~its~~Form ~~independent~~8-K ~~advisors,~~is ~~were~~incorporated ~~permitted~~by toreference into ~~actively~~this ~~solicit~~Item 5.01. ~~superior~~The ~~acquisition~~foregoing ~~proposals~~description ~~from third parties for 45 days following the signing~~ of the ~~Varsity~~ Merger Agreement ~~(the~~is ~~“Go-Shop~~qualified ~~Period”).~~in ~~During~~its ~~the~~entirety ~~Go-Shop Period,~~by ~~the~~reference ~~special~~to ~~committee~~the ~~obtained~~Merger ~~a superior proposal from Parent~~Agreement, ~~which offered~~ a ~~purchase~~copy ~~price~~ of ~~$1.18~~which ~~per~~was ~~share,~~filed as ~~described~~Exhibit ~~in detail in Section 1~~2.011 ofto ~~this~~the Current Report on Form 8-K. Asfiled aby ~~result, on June 11, 2013,~~ the Company ~~provided~~ ~~notice~~with ~~of termination under~~ the SEC ~~Varsity Merger Agreement, to be effective as of the end of the day~~ on June 1417, 2013, and entered into the Merger Agreement, which Merger Agreement, with the exception of provisions around break-up fees and the ability to accept a superior offer, did not become effective until the termination of the Varsity Merger Agreement was effective. ~~As a result of the termination of the Varsity Merger Agreement, the Company is required to pay Varsity a $500,000 termination fee.~~

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements to Certain Officers.

OnPursuant ~~June~~to 17the Merger Agreement, on July 22, 2013, ~~Veramark~~the ~~issued~~directors aof ~~press~~Merger ~~release~~Sub ~~announcing~~immediately prior to the ~~termination~~Effective Time, which consisted of ~~the~~Behdad ~~Varsity~~Eghbali, ~~Merger~~Keith ~~Agreement~~Bradley, Prashant Mehrotra and ~~entry~~Kevin ~~into~~A. Wood, became the ~~Merger~~directors ~~Agreement~~of the Company following the Merger. At the same time, Kevin A. ~~copy~~Wood ofwas appointed as President and Chief Executive Officer and Michael Mele was appointed as Chief Financial Officer. Information regarding such ~~press~~directors ~~release~~and isofficers ~~attached~~has tobeen ~~this~~previously ~~Current~~disclosed in the Information Statement contained in the Schedule 14D-9, which was filed by the Company with ~~Report~~the SEC on ~~Form~~June 17, ~~8-K~~2013 asand ~~Exhibit~~is 99incorporated herein by reference.1.

~~Important~~The ~~Information~~disclosure contained in the Introductory Note is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2013.

~~This~~Item ~~Current Report on Form 8-K (the “Form 8-K”) is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any of the shares of Company Common Stock~~5. ~~Parent~~03 ~~and~~Amendments ~~Merger Sub have informed the Company that they intend~~ to ~~file~~Articles ~~a Tender Offer Statement on Schedule TO, including an Offer to Purchase, Letter~~ of ~~Transmittal~~Incorporation and additional related tender offer documents (the “Tender Offer Documents”) with the Securities and Exchange Commission (the “SEC”). Investors and stockholders of the Company are strongly advised to read the Tender Offer Documents, the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by the Company, and other relevant materials when they become available, because such materials contain important information regarding the tender offer. When they are available, stockholders will be able to obtain these documents without charge from the SEC’s website at http://www.sec.gov/. Copies can also be obtained at no charge by directing a request to the Company at Veramark Technologies, Inc., 1565 Jefferson Road, Suite 120, Rochester, New York 14623, or byBylaws; ~~phone~~Change atin ~~(585) 383-6872.~~Fiscal Year

~~Forward-Looking~~In ~~Statements~~connection with the consummation of the Merger, the Company’s Amended and Restated Certificate of Incorporation, as amended, and its Amended and Restated Bylaws were amended and restated in their entirety to be identical to the Certificate of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the consummation of the Merger, except that the name of the surviving corporation set forth therein is “Veramark Technologies, Inc.” Copies of the Certificate of Incorporation and Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

~~This~~Item Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Act”) that discuss Veramark’s beliefs, expectations or intentions pertaining to, among other things, its operations, markets, products, services, prices and performance9.01 ~~Forward-looking~~Financial ~~statements~~Statements and the success of Veramark generally involve numerous risks and uncertainties, such as trends of the economy, interest rates, income tax laws, governmental regulations, legislation and those risk factors discussed under the heading “Risk Factors” and elsewhere in Veramark’s filings under the ActExhibits. Veramark cannot guarantee that any of its forward-looking statements will prove to be accurate, although it believes that it has been reasonable in its expectations and assumptions. Forward-looking statements are subject to the risks identified in “Risk Factors” and elsewhere in Veramark’s filings under the Act. Readers are cautioned not to place any undue reliance on Veramark’s forward-looking statements. Veramark does not undertake to update any of its forward-looking statements.

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

(d) Exhibits.


Exhibit No.		Description

3.1		Certificate of Incorporation of Veramark Technologies, Inc.

3.2		Bylaws of Veramark Technologies, Inc.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of June 11, 2013 by and among Veramark Technologies, Inc., Hubspoke Holdings, Inc. and TEM Holdings, Inc.
99.1		Press Release, dated June 17, 2013

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~~announced.

	Veramark Technologies, Inc.
	VERAMARK TECHNOLOGIES, INC.
Dated: June 17, 2013	By:	/s/ Ronald C. Lundy
Date: July 22, 2013
		Ronald C. Lundy
	By:	/s/ Kevin A. Wood
		Senior Vice President of Finance and Chief Financial Officer
	Name:	Kevin A. Wood
	Title:	President and Chief Executive Officer

EXHIBIT INDEX


Exhibit No.		Description

3.1		Certificate of Incorporation of Veramark Technologies, Inc.

3.2		Bylaws of Veramark Technologies, Inc.

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