-----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, UxYrBLn/Rs9pBR8z23FVv7NqnDuEpFfmdMZKdDb6NRaLbe2swo4PgienuocqmfrS M3KkSjS35AiW4GAqBbK4yQ== 0001144204-05-029389.txt : 20050920 0001144204-05-029389.hdr.sgml : 20050920 20050920165324 ACCESSION NUMBER: 0001144204-05-029389 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050902 FILED AS OF DATE: 20050920 DATE AS OF CHANGE: 20050920 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1650A GUM BRANCH RD CITY: JACKSONVILLE STATE: NC ZIP: 32830 BUSINESS PHONE: 704-837-0500 MAIL ADDRESS: STREET 1: 6701 CARMEL ROAD STREET 2: SUITE 205 CITY: CHARLOTTE STATE: NC ZIP: 28226 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YARBROUGH STUART J CENTRAL INDEX KEY: 0001260886 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22969 FILM NUMBER: 051093975 BUSINESS ADDRESS: BUSINESS PHONE: 7035637500 MAIL ADDRESS: STREET 1: 2200 BELLE HAVEN ROAD CITY: ALEXANDRIA STATE: VA ZIP: 22307 3 1 v025924_ex.xml X0202 3 2005-09-02 0 0001043933 MARKET CENTRAL INC MKTE.OB 0001260886 YARBROUGH STUART J 1000 WILSON BOULEVARD, SUITE 1850 ARLINGTON VA 22209 1 1 0 0 Chairman of the Board Common stock 59964 D Common stock 159896 I By limited partnership Warrants to purchase common stock 1.00 2005-05-17 2010-06-30 Common Stock 40625 D Warrants to purchase common stock 0.85 2005-08-08 2007-06-30 Common Stock 55964 D 6.4% Senior Convertible Notes 1.3325 2005-05-17 2007-06-30 Common Stock 60976 D Warrants to purchase common stock 1.00 2005-05-12 2010-06-30 Common Stock 375000 I By limited partnership Warrants to purchase common stock 0.85 2005-08-08 2007-06-30 Common Stock 159896 I By limited partnership 6.4% Senior Convertible Notes 1.3325 2005-05-12 2007-06-30 Common Stock 562852 I By limited partnership Owned by an investment limited partnership of which Mr. Yarbrough is partial owner of the limited liability company that is the general partner of such investment partnership. Mr. Yarbrough disclaims any beneficial ownership of such shares, notes and warrants. Exhibit 24 - Power of Attorney /s/ Gerald L. Baxter by Power of Attorney 2005-09-19 EX-24 2 v025924_ex24.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Gerald L. Baxter, signing individually, the undersigned's true and lawful attorney-in fact and agent to: (1) execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of Market Central, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, or (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of September, 2005. /s/ Stuart J. Yarbrough - ----------------------- Stuart J. Yarbrough -----END PRIVACY-ENHANCED MESSAGE-----