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): ~~February~~ 11March 3, 2009

MTM Technologies, Inc.
(Exact name of registrant as specified in its charter)

New York	0-22122	13-3354896
(State or other jurisdiction of	(Commission File	(IRS Employer Identification
incorporation)	Number)	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

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:

[ ] 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))

Item 1.01 Entry into a Material Definitive Agreement.

On March 3, 2009, MTM Technologies, Inc. (1the “Company”) , FirstMark III, L.P. (“FirstMark III”), FirstMark III Offshore Partners, L.P. (together with FirstMark III, “FirstMark”), Constellation Venture Capital II, L.P. (“Constellation Ventures”), Constellation Venture Capital Offshore II, L.P. (“Constellation Offshore”), The BSC Employee Fund VI, L.P. (“BSC”) and CVC II Partners, LLC (together with Constellation Ventures, Constellation Offshore and BSC, “Constellation”) entered into Amendment No. 6 (“Amendment No. 6”) to the Amended and Restated ~~Notes~~Registration Rights Agreement dated December 10, 2004, as amended, among the Company, Steven Rothman, Howard Pavony, FirstMark and ~~Warrants~~Constellation (the “Registration Rights Agreement”) to provide certain registration and other rights with respect to warrants to purchase preferred stock issued to FirstMark and Constellation since the prior amendment to the Registration Rights Agreement.

On FirstMark ~~February~~currently ~~11,~~owns ~~2009,~~approximately ~~MTM~~57% ~~Technologies,~~of ~~Inc. (~~the “Company”)’s ~~amended~~voting ~~the~~stock ~~Subordinated~~and ~~Promissory~~has ~~Note in~~ the ~~principal~~right ~~amount~~to ~~of $876,449~~acquire ~~issued~~up to ~~FirstMark~~62% ~~III,~~of ~~L.P.~~the ~~(“FirstMark~~Company’s ~~III”)~~voting onstock. ~~January~~Gerald ~~29,~~A. ~~2009~~Poch ~~(the~~and ~~“FirstMark~~Sterling ~~III~~Phillips ~~Note”) and~~are ~~the~~members ~~Subordinated~~of ~~Promissory Note in~~ the ~~principal~~Company’s ~~amount~~Board of ~~$123,551~~Directors ~~issued~~and toare ~~FirstMark~~also ~~III~~affiliated ~~Offshore Partners, L.P. (“FirstMark Offshore” and, together~~ with FirstMark. ~~III, “FirstMark”)~~Constellation oncurrently ~~January~~owns ~~29,~~approximately ~~2009~~15% (of the ~~“FirstMark~~Company’s ~~Offshore~~voting ~~Note”~~stock and, ~~together~~has ~~with~~ the ~~FirstMark~~right ~~III~~to ~~Note,~~acquire ~~the “Original~~up ~~Notes”)~~to by15% ~~issuing~~of ~~Amended~~the ~~and~~Company’s ~~Restated~~Voting ~~Subordinated~~Stock. Thomas ~~Promissory~~Wasserman ~~Notes~~is ina ~~the~~member ~~same~~of ~~principal~~the ~~amounts~~Company’s toBoard ~~the~~of ~~same~~Directors ~~holders~~and ~~(the~~is ~~“Amended and~~also ~~Restated~~affiliated ~~Notes”)~~with Constellation.

~~The Amended~~ Amendment ~~and~~No. ~~Restated~~6 ~~Notes~~is ~~amend~~filed ~~the Original Notes by (i) changing the maturity~~herewith ~~dates~~as ~~from~~Exhibit February 13, 2009 (or the date on which the Company obtained all necessary consents to such payment from its senior lenders if later) to December 15, 2009, (ii) changing the interest rate on overdue unpaid principal or interest from 10.~~5% to 16~~1.5% ~~(or,~~The inforegoing ~~each~~description ~~case, the maximum rate permitted by applicable law) and (iii) changing the priority~~ of ~~payments~~Amendment ifNo. ~~the~~6 ~~Company~~does is not ~~able~~ purport to ~~pay the~~be ~~full~~complete, ~~amounts~~and ~~due~~is ~~under~~qualified ~~all~~in of its ~~Subordinated~~entirety ~~Promissory~~by ~~Notes~~reference ~~from payments~~ to the ~~holder~~full ~~of each Subordinated Promissory Note in proportion to the amount~~text of such ~~Subordinated~~document, ~~Promissory~~which ~~Note~~is toincorporated ~~payments to FirstMark with respect to all Subordinated Promissory Notes held~~ by itreference (the “FirstMark Notes”) until such Subordinated Promissory Notes have been paid in full and then to Constellation with respect to the Subordinated Promissory Notes held by it (the “Constellation Notes”)herein.

~~Also on~~Item February 11, 2009, in connection with the issuance of the Amended and Restated Notes, the Company issued Warrants to purchase 120,889 shares of the next series of preferred stock to be designated by the Company at an exercise price of $05.~~725 per~~03 ~~share~~Amendments to ~~FirstMark~~Articles ~~III (the “FirstMark III Warrants”) and issued Warrants to purchase 17,042 shares~~ of ~~the~~Incorporation ~~next~~or ~~series~~Bylaws; ~~of preferred stock~~Change toin beFiscal ~~designated by the Company at an exercise price of $0~~Year.~~725 per share to FirstMark Offshore (the “FirstMark Offshore Warrants” and, together with the FirstMark III Warrants, the “FirstMark Warrants”).~~

~~The~~ On ~~FirstMark~~March ~~Warrants~~6, ~~expire~~2009, onthe ~~February~~Company ~~11,~~filed ~~2013.~~a ~~The~~Certificate ~~holders~~ of Amendment (the ~~FirstMark~~“Certificate ~~Warrants~~of ~~may~~Amendment”) ~~exercise~~to ~~the~~its ~~purchase~~Restated ~~rights~~Certificate ~~represented~~of byIncorporation with the ~~FirstMark~~Secretary ~~Warrants~~of atState ~~any~~of ~~time after~~ the ~~Company’s designation~~State of ~~the~~New ~~series~~York. ofThe ~~preferred~~effective ~~stock~~date ~~for~~of ~~which~~the ~~they~~Certificate ~~are~~of ~~exercisable.~~Amendment ~~Cashless~~was ~~exercise~~March is5, ~~permitted~~2009.

~~FirstMark~~ Under ~~currently~~the ~~owns~~Company’s ~~approximately~~Restated Certificate ~~57%~~ of Incorporation, the Company’s ~~voting~~Board ~~stock~~of ~~and~~Directors ~~has~~is ~~the~~authorized to ~~right~~divide up to ~~acquire~~7,720,000 upshares of Preferred Stock that are not designated as Series A Preferred Stock from time to ~~62%~~time into one or more series, and to determine or change by resolution for each such series its designation, the number of shares of such series, the ~~Company’s~~powers, ~~voting~~preferences ~~stock.~~and ~~Gerald~~rights Aand the qualifications, limitations or restrictions for the shares of such series. ~~Poch~~Pursuant to such authority, the Board of Directors and ~~Sterling~~the ~~Phillips~~Independent ~~are~~Committee of the Board of Directors approved ~~members~~the amendment of the Company’s ~~Board~~Restated Certificate of ~~Directors~~Incorporation to (i) authorize the Company to issue in lieu of cash dividends to the holders of its Series A Preferred Stock payment of the dividend due on November 21, 2009 in shares of applicable Series A Preferred Stock, (ii) increase the number of shares of its Series A Preferred Stock from 39,300,000 to 44,750,000 to (iii) increase the authorized number of shares of its Series A Preferred Stock as follows: Series A Preferred Stock designated as Series A-4 Preferred Stock from 9,150,000 to 9,750,000, Series A Preferred Stock designated as Series A-7 Preferred Stock from 4,500,000 to 4,900,000, Series A Preferred Stock designated as Series A-8 Preferred Stock from 800,000 to 900,000, and ~~are~~Series ~~also~~A ~~affiliated~~Preferred ~~with~~Stock ~~FirstMark.~~designated as Series A-9

~~The Amended and Restated Notes are filed herewith as Exhibits 10.1 and 10.~~2. The FirstMark Warrants are filed herewith as Exhibits 4.1 and 4.2. The foregoing description of the Amended and Restated Notes and the FirstMark Warrants does not purport to be complete, and is qualified in its entirety by reference to the full text of such documents, which are incorporated by reference herein.

2Preferred Stock from 830,000 to 1,200,000, (iv) amend the authorized number of shares of its preferred stock, par value $0.001 per share, designated as preferred shares that the Corporation’s Board of Directors may use to create one or more additional classes or series of preferred stock from 7,720,000 to 3,250,000 and (vi) add certain provisions relating to the designation, relative rights, preferences and limitations of a Series A-10 Preferred Stock, a Series A-11 Preferred Stock, and a Series A-12 Preferred Stock.

FirstMark and Constellation, constituting all of the holders of the Series A Preferred Stock (2i) ~~Amendment~~ waived their rights to ~~Subordinated~~receive ~~Promissory~~cash ~~Notes~~dividends on May 21, 2009 and November 21, 2009, (ii) agreed to receive payment of such dividends in shares of Preferred Stock valued at the applicable Series A Purchased Shares Purchase Price per share and (iii) pursuant to Section B(3)(a)(ii) of Article Fourth of the Restated Certificate of Incorporation of the Corporation, consented to and approved the form of the Certificate of Amendment.

~~On February~~ The ~~11,~~Certificate ~~2009,~~of ~~the Company entered into an~~ Amendment tois ~~Subordinated~~filed ~~Promissory Notes~~herewith ~~with~~as ~~FirstMark~~Exhibit ~~and Constellation Venture Capital II, L~~3.P1. ~~(“Constellation~~The ~~Venture”), Constellation~~foregoing ~~Venture~~description ~~Capital~~of ~~Offshore~~the ~~II,~~Certificate ~~L.P.~~of ~~(“Constellation~~ Amendment ~~Offshore”),~~does ~~The~~not ~~BSC~~purport ~~Employee~~to ~~Fund~~be VIcomplete, ~~L.P. (“BSC”)~~ and ~~CVC~~is IIqualified ~~Partners,~~in ~~LLC~~its ~~(“CVC”~~entirety ~~and,~~by reference to ~~together~~the ~~with~~full ~~Constellation~~text ~~Venture,~~of ~~Constellation~~such ~~Offshore~~document, ~~and~~which ~~BSC,~~is ~~“Constellation”)~~ incorporated ~~(the~~by ~~“Amendment”)~~reference herein.

The Amendment (i) provides for the amendment of the Original Notes in the form of the Amended and Restated Notes, (ii) amends all Subordinated Promissory Notes issued to FirstMark (or its predecessors) or Constellation to change the priority of payments if the Company is not able to pay the full amounts due under all of its Subordinated Promissory Notes from payments to the holder of each Subordinated Promissory Note in proportion to the amount of such Subordinated Promissory Note to payments to FirstMark with respect to the FirstMark Notes until such Subordinated Promissory Notes have been paid in full and then to Constellation with respect to the Constellation Notes; (iii) amends 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 FirstMark in connection with the FirstMark Notes (as well as the payment rights of the Senior Lenders with respect to the Senior Debt); and (iv) provides for the express subordination of the payment of the Constellation Notes to the prior payment in full of the FirstMark Notes.

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

The Amendment is filed herewith as Exhibit 10.3. The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of such document, which is incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition.

On February 13, 2009, the Company issued a press release announcing its financial results for the fiscal quarter ended December 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is being furnished, not filed, under Item 2.02, “Results of Operations and Financial Condition” in accordance with General Instruction B of Form 8-K.

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 description of the Amended and Restated Notes in Item 1.01 hereof which is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the description of the FirstMark Warrants in Item 1.01 hereof which is incorporated by reference herein. Issuance of the FirstMark Warrants was required in connection with the issuance and sale of the Amended and Restated Notes.

The Company issued and sold the FirstMark Warrants in reliance upon the exemption afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended (“Securities Act”). Certificates representing such securities contain restrictive legends preventing sale, transfer or other disposition, unless registered under the Securities Act or pursuant to an exemption thereunder. FirstMark received, or had access to, material information concerning the Company, including but not limited to, the Company’s reports on Form 10-K, Form 10-Q and Form 8-K, as filed with the Securities and Exchange Commission.

The FirstMark Warrants entitle the holders to purchase shares of the Company’s next designated series of preferred stock. The terms of such future series have not yet been established.

As stated above, the FirstMark Warrants are filed herewith as Exhibits 4.1 and 4.2. The foregoing description of the FirstMark Warrants does not purport to be complete, and is qualified in its entirety by reference to the full text of such documents, which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 4.1	Warrant dated February 11, 2009 issued by MTM Technologies, Inc. to FirstMark III, L.P.
Exhibit 3.1	Certificate of Amendment to Restated Certificate of Incorporation.
Exhibit 4.2	Warrant dated February 11, 2009 issued by MTM Technologies, Inc. to FirstMark III Offshore Partners, L.P.
Exhibit 10.1	Amendment No. 6 to Registration Rights Agreement.
Exhibit 10.1	Amended and Restated Subordinated Promissory Note dated February 11, 2009
	issued by MTM Technologies, Inc. to FirstMark III, L.P.
Exhibit 10.2	Amended and Restated Subordinated Promissory Note dated February 11, 2009
	issued by MTM Technologies, Inc. to FirstMark III Offshore Partners, L.P.
Exhibit 10.3	Amendment to Subordinated Promissory Notes dated February 11, 2009.
Exhibit 99.1	Press Release dated February 13, 2009.

4 3

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)
February 18, 2009	By:	/s/ J.W. Braukman, III
March 6, 2009		By:	/s/ J. W. Braukman, III
		J.W. Braukman, III
			J. W. Braukman, III
		~~Senior Vice President and~~	Senior Vice President and
		~~Chief Financial Officer~~	Chief Financial Officer

5 4

EXHIBIT INDEX

Exhibit

Exhibit

Exhibit 3.1	Certificate of Amendment to Restated Certificate of Incorporation.

Exhibit 10.1	Amendment No. 6 to Registration Rights Agreement.

Exhibit 4.1	Warrant dated February 11, 2009 issued by MTM Technologies, Inc. to FirstMark III, L.P.
Exhibit 4.2	Warrant dated February 11, 2009 issued by MTM Technologies, Inc. to FirstMark III Offshore Partners, L.P.
Exhibit 10.1	Amended and Restated Subordinated Promissory Note dated February 11, 2009
	issued by MTM Technologies, Inc. to FirstMark III, L.P.
Exhibit 10.2	Amended and Restated Subordinated Promissory Note dated February 11, 2009
	issued by MTM Technologies, Inc. to FirstMark III Offshore Partners, L.P.
Exhibit 10.3	Amendment to Subordinated Promissory Notes dated February 11, 2009.
Exhibit 99.1	Press Release dated February 13, 2009.

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