-----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, UlyDy0K2fG/9JAopbWMtazcg8u9h2UBzHaCOB9PVXxvZnu+kGOShXZd8WcYXx5r/ pCl+9Tq8Lr+3KG4kCcQ+xw== 0001144204-04-020815.txt : 20041201 0001144204-04-020815.hdr.sgml : 20041201 20041201153602 ACCESSION NUMBER: 0001144204-04-020815 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041201 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041201 DATE AS OF CHANGE: 20041201 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: 041177419 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 v09493.txt 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): December 1, 2004 (November 24, 2004) Market Central, Inc. Delaware 0-22969 59-3562953 - ---------------------------- ----------------------- ---------------- (State or other jurisdiction (Commission File ID No.) (IRS Employer No.) of incorporation) 1650A Gum Branch Road Jacksonville, NC 28540 (Address of principal executive offices) (910) 478-0097 (Registrant's telephone number, including area code) (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-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)) Section 5 - Corporate Governance and Management Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) On November 24, 2004, the Company's Board of Directors elected Doyal Bryant, the Company's Chief Executive Officer and President, to become a director of the Company. Such election filled a vacancy in the Board of Directors. In April 2004, the Company had agreed to cause the election of Mr. Bryant as a director upon the consummation of the acquisition of certain assets of The TAG Group, Inc. Additionally, pursuant to the terms of Mr. Bryant's employment agreement with the Company entered into in October 2004, the Company agreed to cause the election of Mr. Bryant as a director of the Company. Mr. Bryant is a substantial stockholder of the entity which will sell certain assets to the Company as agreed to by the Company in April 2004. Such transaction has not yet been consummated. While there can be no assurance that such transaction will be consummated, the Company believes it will close in February 2005. If such transaction is consummated, Mr. Bryant will receive approximately 650,000 shares of the Company's common stock as a result of his stock ownership of the selling entity (subject to adjustment). Section 8 - Other Events Item 8.01 Other Events On November 30, 2004, Market Central, Inc. issued a press release announcing that it has entered into negotiations with CustomerLinx, Inc. for the purchase of Market Central's contact center assets and operations by CustomerLinx, and that Market Central and CustomerLinx had entered into a management agreement under which CustomerLinx would provide operations management of Market Central's contact center subsidiary, e-commerce support centers, inc. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Section 9 - Financial Statements and Exhibits Item 9.01 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 negotiations and management agreement with CustomerLinx. -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 hereto duly authorized. Market Central, Inc. (Registrant) Dated: December 1, 2004 By: /s/ Clifford Clark ---------------------------------------- Clifford Clark, Chief Financial Officer -3- EX-99.1 2 v09493_ex99-1.txt 7810 Ballantyne Commons Pkwy, Suite 300 Charlotte, NC 28277 Telephone: 704.319.2220 Facsimile: 704.319.2250 www.marketcentral.com Investor Relations: Company Contact: Vince Buczek Brooke Filger JKT, Inc Market Central, Inc. (301) 751-1457 (888) 773-3501 vbuczek@aol.com bfilger@marketcentral.com Market Central and CustomerLinx Enter into an Agreement Market Central to Expand on Core Opportunities in Next Generation Search and Intelligent Document Recognition technology Charlotte, NC - November 30, 2004 - Market Central, Inc. (OTC BB: MKTE), a global technology management company that connects people and businesses with information, today announced that it is negotiating with CustomerLinx to purchase Market Central's contact center assets and operations. In conjunction with these negotiations, Market Central has reached an interim agreement with CustomerLinx to provide operations management of Market Central's contact center subsidiary, e-commerce support centers, inc. (ecom). Under the management agreement, CustomerLinx will provide day-to-day operations management and strategic direction for ecom, enabling Market Central to focus on developing and/or acquiring technologies central to its growth, including Web and Enterprise Search, Intelligent Document Recognition (IDR) and document content management software. Commenting on the partnership, Craig Mento, President and CEO, of CustomerLinx, said, "We are pleased to partner with a company that has demonstrated time and again that its customers' inbound and outbound contact center programs are run professionally and effectively. Moving forward, this partnership will provide us with the additional workflow capabilities needed to support continued demand for our services as well as enable us to leverage Market Central's innovative technology to further improve our customer service provisioning." Market Central President and CEO, Doyal Bryant, said, "Our partnership with CustomerLinx is a win-win for both companies. CustomerLinx has multiple contact centers and clients and can leverage their contact center technology and existing and new contracts to incorporate our capacity into their workflow." Bryant continued, "Market Central can now focus its management and financial resources on continuing to develop and implement information discovery and knowledge management products such as Search, Intelligent Document Recognition, and web conferencing." About CustomerLinx, Inc. CustomerLinx operates customer contact centers in Oklahoma and New York. Through its LinxCenters and advanced CRM/eCRM platform, CustomerLinx allows middle market and Fortune 500 companies to combine traditional inbound contact center communications with inbound web- based and digital eCRM communications. CustomerLinx's combined CRM/eCRM services allow companies to operate their CRM platforms in a more cost effective manner, while applying continuous improvement best practices in the execution of their CRM strategies. The company's web-enabled platform offers scaleable solutions, secure, real-time reporting of results and performance metrics. The company's suite of eCRM services includes: web and voice interaction, interactive voice response (IVR), email response, order entry, fulfillment, data mining and modeling and market research. CustomerLinx is headquartered in Atlanta, Georgia. The company employs approximately 1000 highly qualified professionals. CustomerLinx clients represent a variety of industries including financial services, insurance, marketing, e-commerce, health care, catalog and retail sales and publishing. For more information, visit the CustomerLinx web site at http://www.customerlinx.com/. About Market Central Market Central, Inc. is a global technology management company specializing in solutions that connect people and businesses with information. The company holds multiple patents and patent-pending technologies and has developed a suite of solutions that include software for next-generation search, intelligent document recognition, data capture, cleansing, mining, and integration. Market Central's clients include some of the nation's premier companies such as SmartBargains.com, Time Warner Cable, Cox Communications, FedEx, Tutor.com, OCLC, and Library of Congress. For more information, please visit us on the Web at www.marketcentral.com . # # # 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 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. -----END PRIVACY-ENHANCED MESSAGE-----