-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S+ue+l7JE+P7X20uqnynMnoLZYVFRUyMU0L1ZXZFdWSdQVmwo7Sv3pvVQ6pKTLwV mVKQXOtbDcjRNvVkL7fNoQ== 0001144204-04-005626.txt : 20040429 0001144204-04-005626.hdr.sgml : 20040429 20040429160818 ACCESSION NUMBER: 0001144204-04-005626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040429 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARKET CENTRAL INC CENTRAL INDEX KEY: 0001043933 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 593562953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22969 FILM NUMBER: 04765119 BUSINESS ADDRESS: STREET 1: 1650A GUM BRANCH RD CITY: JACKSONVILLE STATE: NC ZIP: 32830 BUSINESS PHONE: 4079091723 MAIL ADDRESS: STREET 1: 1650A GUM BRANCH ROAD CITY: JACKSONVILLE STATE: NC ZIP: 32746 FORMER COMPANY: FORMER CONFORMED NAME: PALADYNE CORP DATE OF NAME CHANGE: 19990324 FORMER COMPANY: FORMER CONFORMED NAME: SYNAPTX WORLDWIDE INC DATE OF NAME CHANGE: 19970807 8-K 1 form8k.txt 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): April 29, 2004 MARKET CENTRAL, INC. ------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0- 22969 59-3562953 ---------------------------- ----------- ------------------- (State or other jurisdiction Commission (IRS Employer of Incorporation) File Number Identification No.) 1650A Gum Branch Road Jacksonville, NC 28540 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (910) 478-0097 None. (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On April 22, 2004, Market Central, Inc. issued a press release announcing that it had entered into a Letter of Intent to acquire the assets of Convey Systems, Inc. from Convey's parent Company, The Tag Group, Inc. Convey Systems, Inc., a Charlotte, North Carolina-based company provides web-based collaboration software systems with national and international customers in financial, travel, and libraries services. Convey System software is recognized as one of the world's leading virtual reference tools for the libraries of the world. The company's proprietary Web-based collaboration software, OnDemand(TM), complements and expands Market Central's existing CTI (computer telephony integration), contact center, and data software lines of business. OnDemand(TM) provides digital video, voice over IP, desktop application sharing and collaboration, supported by text chat and co-browsing capabilities in a single, easy-to-use solution. The addition of Convey Systems' OnDemand(TM) product line to Market Central's current operations will enable Market Central's contact centers to operate as sophisticated, multi-media customer contact centers on an outsourced basis. Effective April 22, 2004, the Board entered into an interim management agreement naming Mr. Doyal Bryant, President and CEO of Convey Systems, to serve as the President and CEO of Market Central, Inc., pending the consummation of the transaction. In addition, Mr. Preston Rodenbaugh, an executive officer in Convey, will serve as Executive Vice President of Market Central under the same management agreement. Terrence J. Leifheit, current President and CEO will continue to serve as a Director of the Company. On April 23, 2004, Market Central, Inc. issued a press release announcing that it had completed arrangements with Armadillo Investments, PLC of London to provide Market Central with $1.325 million (net of commissions) in exchange for 280,000 shares of Series B Convertible Preferred Stock, $.001 par value per share with a Stated Value of ten dollars ($10.00) per share and an aggregate stated value of Two Million Eight Hundred Thousand Dollars ($2,800,000). On April 26, 2004, Market Central, Inc. issued a correcting and replacing press release on the financing by Armadillo Investments, PLC. The correction concerned the floor and ceiling conversion prices for the Series B Convertible Preferred Stock issued in connection with the financing. Copies of the press releases are attached as Exhibits 99.1, 99.2 and 99.3 to this Current Report on Form 8-K and are incorporated by reference into this Item. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of business acquired Not applicable. (b) Pro Forma Financial Information Not applicable (c) Exhibits 99.1 Press Release on acquisition of Convey Systems and New Management 99.2 Press Release on $1.325 Million Financing from Armadillo Investments, PLC 99.3 Correcting and Replacing Press Release on $1.325 Million Financing from Armadillo Investments, PLC FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K contains "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 that are intended to come within the safe harbor protection provided by those statutes. By their nature, all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Company's actual results are identified in the Company's other SEC filings and public announcements. The Company undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances. 2 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. MARKET CENTRAL, INC. Date: April 29, 2004 /s/Clifford Clarke ----------------------------- Clifford Clarke Chief Financial officer 3 EX-99.1 2 ex-99_1.txt Exhibit 99.1 MARKET CENTRAL LETTERHEAD Contact: Jim Rapp Market Central, Inc. 888-773-3501 x 5010 MARKET CENTRAL TO ACQUIRE CONVEY SYSTEMS BOARD APPOINTS CONVEY'S DOYAL BRYANT PRESIDENT AND CEO JACKSONVILLE, NC--- (BUSINESS WIRE) - APRIL 22, 2004 - MARKET CENTRAL, INC. (OTC BB: MKTE), a provider of Customer Relationship Management (CRM) services and solutions, today announced that the Board of Directors has approved a letter of intent to acquire the assets of Convey Systems, Inc., including patents, intellectual property, software, and certain other assets, from Convey's parent company, The Tag Group, Inc. (PNK: TGGP). The transaction is subject to the approval of the stockholders of The Tag Group, Inc. It is expected that the transaction will close within 60 - 90 days. Effective immediately, the Board has entered into an interim management agreement naming Mr. Doyal Bryant, President and CEO of Convey Systems, to serve as the President and CEO of Market Central, Inc., pending the consummation of the transaction. In addition, Mr. Preston Rodenbaugh, an executive officer in Convey, will serve as Executive Vice President of Market Central under the same management agreement. Terrence J. Leifheit, current President and CEO will continue to serve as a Director of the Company. Convey Systems, Inc., a Charlotte, North Carolina-based company provides web-based collaboration software systems with national and international customers in financial, travel, and libraries services. Convey System software is recognized as one of the world's leading virtual reference tools for the libraries of the world. The company's proprietary Web-based collaboration software, OnDemand(TM), complements and expands Market Central's existing CTI (computer telephony integration), contact center, and data software lines of business. OnDemand(TM) provides digital video, voice over IP, desktop application sharing and collaboration, supported by text chat and co-browsing capabilities in a single, easy-to-use solution. The addition of Convey Systems' OnDemand(TM) product line to Market Central's current operations will enable Market Central's contact centers to operate as sophisticated, multi-media customer contact centers on an outsourced basis. Additionally, Market Central intends to combine its SourceWare(TM) software with OnDemand(TM) in a new software licensing division that will provide more sophisticated data search capabilities to its contact center clients. SourceWare(TM) is a powerful next-generation search engine application that captures, integrates, cleanses and organizes back office and customer data for data mining. "We see tremendous synergies between our companies and sizeable opportunities to leverage our client bases and technologies to achieve growth in new markets and marketplaces with this acquisition," stated Glen H. Hammer, Chairman of the Board of Market Central. "We foresee the introduction of highly cost-effective, packaged solutions that offer very efficient alternatives in the Customer Relationship Management arena. The addition of Convey's proprietary software to that of Market Central presents a unique suite of products to increase our market position and the value of Market Central for our shareholders. At the same time, we add significantly to our management team with Doyal Bryant who has over 25 years experience in senior corporate management, product development, financing, operations and sales in all of our combined product areas." Prior to Convey, Mr. Bryant held senior management or ownership positions in companies that provided financial and technical due diligence services for major investment banking firms with transactions valued at over $300 million. He played an integral part in the growth and development of major telecommunication companies such as ZTEL, Premiere Technologies, CommSouth, Talk.Com, PrimeTec International, and ATMNet. His companies have developed international joint venture agreements and investment transactions for Voice, VoIP, and Internet related services in Canada, Mexico, Australia, Japan, Hong Kong, as well as several European and South American countries. ABOUT CONVEY SYSTEMS CONVEY SYSTEMS DEVELOPS AND PROVIDES COLLABORATION SOFTWARE FOR BUSINESS COMMUNICATION. CONVEY'S PROPRIETARY SOLUTIONS ENABLE IMMEDIATE, PERSONALIZED YET SECURE INTERACTION BETWEEN INDIVIDUALS VIA THE INTERNET BY LEVERAGING VIDEO, VOICE-OVER IP, TEXT CHAT, CO-BROWSE AND APPLICATION-SHARE CAPABILITIES. CONVEY SUPPORTS SUCH ONLINE APPLICATIONS AS VIRTUAL REFERENCE, UNIVERSITY COMMUNICATIONS, FINANCIAL, E-LEARNING AND E-TRAINING, AND COMPUTER SUPPORT SERVICES. FOR MORE INFORMATION, PLEASE CALL 704-357-9710, OR VISIT: WWW.CONVEYSYSTEMS.COM. ABOUT MARKET CENTRAL Headquartered in Atlanta, Market Central, Inc. is a full service Customer Relationship Management (CRM) provider. The Company has developed a next-generation suite of CRM solutions that include proprietary, patented software for data capture, cleansing, mining, integration, search, and intelligent document recognition. The Company is also a Microsoft development partner for MS CRM solutions. Market Central provides other CRM services, such as campaign management, and operates a 900-seat contact center to support the software line of business and provide outsourced contact center services to select clients as part of their overall CRM effort. 2 This news release may contain forward-looking statements. Forward-looking statements are indicated by words such as "expects," "intends," "anticipates," "believes" and similar expressions. Our ability to achieve the results anticipated in such forward-looking statements is subject to risks and uncertainties, including, without limitation, our ability to successfully centralize and consolidate various support functions, in addition to general economic conditions, operating results, market acceptance of our CRM solutions and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission. These forward-looking statements are made in accordance with "safe harbor" provided by the Private Securities Litigation Reform Act of 1995 and no assurance can be given that the future results that are the subject of such forward-looking statements will be achieved. The Company undertakes no obligation to publicly update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise. 4 EX-99.2 3 ex-99_2.txt Exhibit 99.2 MARKET CENTRAL LETTERHEAD Contact: Jim Rapp Vice President of Marketing Market Central, Inc. 888-773-3501 x 5010 MARKET CENTRAL RECEIVES $1.325 MILLION IN FINANCING FROM U.K. INVESTOR ATLANTA, GA--- (BUSINESS WIRE) - April 23, 2004 - MARKET CENTRAL, INC. (OTC BB: MKTE), a growing provider of Customer Relationship Management (CRM) services and solutions, today announced that it has completed arrangements with Armadillo Investments, PLC of London to provide the Company with $1.325 million (net of commissions) in exchange for 280,000 shares of Series B Convertible Preferred Stock, $.001 par value per share with a Stated Value of ten dollars ($10) per share, and an aggregate Stated Value of Two million eight hundred thousand dollars ($2,800,000). The Series B Convertible Preferred Stock has a liquidation preference of $10.00 per share, is non-voting and accrues no dividend, and is convertible into the Company's Common Stock at any time with a conversion price that is based on 80% of the lowest closing bid price for the Company's Common Stock during the 10 days prior to the conversion notice. Such conversion price has floor of $8.75 and a ceiling of $1.75, based on the stated value of $3.5 million. Additionally, the investor received an option to acquire additional shares of Company Common Stock to the extent that such conversion results in the receipt of less than 3,2000,000 shares of Common Stock. Such option will have an exercise price of $1.92, $.10 above the closing bid price on the effective date of the agreement between the parties, and will be exercisable for a 30-day period following the completion of the conversion of all shares of Preferred Stock. The option is exercisable only upon the payment of the cash exercise price. .. "This funding from Armadillo is a vote of confidence from the international capital community and enables us to clean up our balance sheet and move forward in our quest to be a significant presence in the marketplace; to position the Company for further growth; to increase value for our shareholders," said Glen Hammer, Chairman of the Board for Market Central. ABOUT MARKET CENTRAL Headquartered in Atlanta, Market Central, Inc. is a full service Customer Relationship Management (CRM) provider. The Company has developed a next-generation suite of CRM solutions that include proprietary, patented software for data capture, cleansing, mining, integration, search, and intelligent document recognition. The Company is also a Microsoft development partner for MS CRM solutions. Market Central provides other CRM services, such as campaign management, and operates a 900-seat contact center to support the software line of business and provide outsourced contact center services to select clients as part of their overall CRM effort. Through its wholly owned subsidiary, US Convergion, the Company offers in-house contact center design, sales, implementation and service for clients that seek an internal support function for their CRM program. Its clients include Shell Oil, SurePay (a First Data Company), Sedgwick, FedEx, Morgan Keegan, SmartBargains, Aramark, Crescent-Friedman Jewelers, cable companies Cox and Time Warner, Earthlink, and a number of technology companies. FOR ADDITIONAL INFORMATION, CONTACT: Jim Rapp, 888-773-3501 ext. 5010 This news release may contain forward-looking statements. Forward-looking statements are indicated by words such as "expects," "intends," "anticipates," "believes" and similar expressions. Our ability to achieve the results anticipated in such forward-looking statements is subject to risks and uncertainties, including, without limitation, our ability to successfully centralize and consolidate various support functions, in addition to general economic conditions, operating results, market acceptance of our CRM solutions and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission. These forward-looking statements are made in accordance with "safe harbor" provided by the Private Securities Litigation Reform Act of 1995 and no assurance can be given that the future results that are the subject of such forward-looking statements will be achieved. The Company undertakes no obligation to publicly update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise. 2 EX-99.3 4 ex-99_3.txt Exhibit 99.3 CORRECTING and REPLACING Market Central Receives $1.325 Million in Financing from U.K. Investor ATLANTA, Apr 26, 2004 (BUSINESS WIRE) -- In BW5257 issued April 23, 2004: Second graph, second sentence of release dated April 23, 2004 should read: Such conversion price has floor of $.875 and a ceiling of $1.75...(sted: Such conversion price has floor of $8.75 and a ceiling of $1.75...) The corrected release reads: MARKET CENTRAL RECEIVES $1.325 MILLION IN FINANCING FROM U.K. INVESTOR Market Central, Inc. (MKTE), a growing provider of Customer Relationship Management (CRM) services and solutions, today announced that it has completed arrangements with Armadillo Investments, PLC of London to provide the Company with $1.325 million (net of commissions) in exchange for 280,000 shares of Series B Convertible Preferred Stock, $.001 par value per share with a Stated Value of ten dollars ($10) per share, and an aggregate Stated Value of Two million eight hundred thousand dollars ($2,800,000). The Series B Convertible Preferred Stock has a liquidation preference of $10.00 per share, is non-voting and accrues no dividend, and is convertible into the Company's Common Stock at any time with a conversion price that is based on 80% of the lowest closing bid price for the Company's Common Stock during the 10 days prior to the conversion notice. Such conversion price has floor of $.875 and a ceiling of $1.75, based on the stated value of $3.5 million. Additionally, the investor received an option to acquire additional shares of Company Common Stock to the extent that such conversion results in the receipt of less than 3,2000,000 shares of Common Stock. Such option will have an exercise price of $1.92, $.10 above the closing bid price on the effective date of the agreement between the parties, and will be exercisable for a 30-day period following the completion of the conversion of all shares of Preferred Stock. The option is exercisable only upon the payment of the cash exercise price. "This funding from Armadillo is a vote of confidence from the international capital community and enables us to clean up our balance sheet and move forward in our quest to be a significant presence in the marketplace; to position the Company for further growth; to increase value for our shareholders," said Glen Hammer, Chairman of the Board for Market Central. About Market Central Headquartered in Atlanta, Market Central, Inc. is a full service Customer Relationship Management (CRM) provider. The Company has developed a next-generation suite of CRM solutions that include proprietary, patented software for data capture, cleansing, mining, integration, search, and intelligent document recognition. The Company is also a Microsoft development partner for MS CRM solutions. Market Central provides other CRM services, such as campaign management, and operates a 900-seat contact center to support the software line of business and provide outsourced contact center services to select clients as part of their overall CRM effort. Through its wholly owned subsidiary, US Convergion, the Company offers in-house contact center design, sales, implementation and service for clients that seek an internal support 2 function for their CRM program. Its clients include Shell Oil, SurePay (a First Data Company), Sedgwick, FedEx, Morgan Keegan, SmartBargains, Aramark, Crescent-Friedman Jewelers, cable companies Cox and Time Warner, Earthlink, and a number of technology companies. For additional information, contact: Jim Rapp, 888-773-3501 ext. 5010 This news release may contain forward-looking statements. Forward-looking statements are indicated by words such as "expects," "intends," "anticipates," "believes" and similar expressions. Our ability to achieve the results anticipated in such forward-looking statements is subject to risks and uncertainties, including, without limitation, our ability to successfully centralize and consolidate various support functions, in addition to general economic conditions, operating results, market acceptance of our CRM solutions and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission. These forward-looking statements are made in accordance with "safe harbor" provided by the Private Securities Litigation Reform Act of 1995 and no assurance can be given that the future results that are the subject of such forward-looking statements will be achieved. The Company undertakes no obligation to publicly update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise. 3 -----END PRIVACY-ENHANCED MESSAGE-----