8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) - December 27, 2000
                                                         -----------------

                                 PALADYNE CORP.
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             (Exact name of registrant as specified in its charter)


         Delaware                     0-22969                    59-3562953
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(State or other jurisdiction   (Commission File Number)        (IRS Employer
    of Incorporation)                                        Identification No.)

610 Crescent Executive Court, Suite 124, Lake Mary, FL             32746
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     (Address of principal executive offices)                    (zip code)


       Registrant's telephone number, including area code - (407) 333-2488
                                                            --------------

                                       N/A
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         (Former Name or Former Address, if changed since last report)





ITEM 5.   OTHER EVENTS
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          On December 27, 2000, Paladyne Corp. (the "Company") issued a press
release announcing its entry into an Agreement and Plan of Merger with
e-commerce support centers, Inc., a North Carolina corporation ("ecom"), whereby
a newly formed wholly-owned subsidiary of the Company will merge with and into
ecom, which would become a wholly-owned subsidiary of the Company. Upon the
merger, the Company will issue 4,100,000 shares of a newly created Series B
Convertible Preferred Stock, convertible into 8,200,000 shares of the Company's
Common Stock upon an increase in the authorized shares of Common Stock, plus
warrants for the purchase of 4,500,000 shares of Common Stock. The warrants will
consist of warrants for 4,000,000 shares exercisable in proportion to the
exercise of presently outstanding options and warrants and of warrants for
500,000 shares exercisable based upon achievement of specified revenue targets
for the combined Company. Ecom shareholders will also receive additional shares
of the Company's Common Stock to preserve their ownership percentage in
connection with a related private placement. The closing of the merger is
subject to certain conditions. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated by reference.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
          ---------------------------------

          (c)  Exhibits

               99.1 Press Release, dated December 27, 2000.


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                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        PALADYNE CORP.
                                        --------------
                                         (Registrant)


Dated:  January 2, 2001                 By /s/ John D. Foster
                                          -------------------------------------
                                               John D. Foster, Chairman and CEO


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EX-99

                                                                    EXHIBIT 99.1


               PALADYNE AND ECOM SIGN DEFINITIVE MERGER AGREEMENT
                 o Combined company to offer unique eCRM capabilities
                 o Previous financing contingencies removed

Orlando, Florida---- December 27, 2000- Paladyne Corp. (OTCBB: PLDY) today
announced it had signed a definitive Merger Agreement with e-commerce support
centers, inc. ("ECOM"), a privately-held company in Jacksonville, NC. eCOM will
become a wholly owned subsidiary of Paladyne under terms of the merger
agreement. Paladyne will issue 4,100,000 Series B Convertible Preferred Shares,
convertible into 8,200,000 of its Common Shares at a later date. In addition,
ecom shareholders will receive 4,500,000 Warrants to purchase Paladyne Common
Shares, of which 4,000,000 will be exercisable in proportion to exercise of
existing Warrants and options held by Paladyne shareholders. The remaining
500,000 will be exercisable based on achievement of specified revenue targets
for the combined Company. ecom shareholders will also receive additional Common
Shares to preserve their ownership percentage in connection with a related
private placement. The companies believe that the merger will be considered a
tax-free reorganization.

The companies previously announced a Letter of Intent on October 3, 2000 that
included certain financing contingencies. These contingencies now have been
removed and the merger is expected to close when remaining details are concluded
in first quarter, 2001.

Paladyne reported 2000 fiscal year revenues of $5.52M for the year ending August
31, 2000, to which the combined company will add ECOM's current customer base
including Lowe's Home Improvement Warehouse, Friedman's Jewelers (Friedman's
Crescent Joint Venture), Aarmark, Brand Direct, Whitehall Jewelers, Arsenal
Digital, Who's Who Historical Society and a number of others.

John D. Foster, Chairman and CEO of Paladyne said, "Combining ECOM'S leading
edge, web-enabled customer contact support services with Paladyne's advanced
data integration software positions the new entity to provide unique customer
benefit in the rapidly growing electronic Customer Relationship Management
market. We have a proven business model, domain expertise in eCRM and a strong,
experienced team to deliver customer and shareholder value. And by agreeing to
proceed with the merger prior to financing means we bring our combined
advantages to the market more quickly."

Mr. Foster will remain as Chairman and CEO of the combined entity, while
Terrence J. Leifheit, current ECOM CEO will become President and COO of
Paladyne. Ronald L. Weindruch will become Executive Vice President--Business
Development for the combined company.

Terry Leifheit commented, "With our solid customer base and proven ability to
deliver quality solutions, adding Paladyne's proprietary Datagration(TM)
software to the mix moves us beyond being a pure service company. We will, for
example, utilize our software to help our clients link disparate data sources to
create a "single view" of their customers. This also allows us to enhance our





contact support service through higher incidence of one contact problem
resolution or improved sales effectiveness, thus directly and positively
impacting our client's bottom line."

About Paladyne:

Paladyne develops component-based data integration solutions that enable rapid
and cost-effective enterprise data quality and integration for data warehousing,
CRM and e-business initiatives. The Company's flagship product, the
Datagration(TM) e-Business Suite 2.0, dynamically employs data discovery, data
access tools and reusable components to integrate multiple data sources with
built-in data integrity. Datagration enables the rapid implementation of data
marts/warehouses, supply chain, CRM and application integration initiatives at
lower cost than traditional solutions. The Company's Web address is
www.paladyne.com.
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About ecom:

ECOM provides outsourced eCRM solutions for both B2B and B2C Internet sites.
ECOM'S full spectrum of personalized customer solutions include inbound customer
support and Help Desk support using live, one-to-one text chat; live phone
support comprised of call back technology and voice/video over IP; multiple,
simultaneous email response; customized reporting; proactive site monitoring;
and collaborative agent interaction. ECOM also provides traditional call center
services.

The matters discussed in this news release contain forward-looking statements,
including that the merger of Paladyne and ECOM will occur, which are subject to
various risks, uncertainties and other factors that could cause actual results
to vary materially from the results anticipated in such forward-looking
statements. Such risks, uncertainties and other factors include that the
conditions to Closing will not be satisfied, competition, the management of
Paladyne and ECOM'S growth, the ability to deliver new products to market on
time, expected losses in the foreseeable future, the fact that our revenue
growth in prior periods is not indicative of future growth, the inability to
accurately predict our future revenues and other risks detailed from time to
time in Paladyne's filings with the Securities and Exchange Commission. These
forward-looking statements represent Paladyne and ECOM'S judgment as of the date
of this release. Both parties disclaim any intent or obligation to update these
forward-looking statements.