SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported)February 5, 2003
MARKET CENTRAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 0-22969 | | 59-3562953 |
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(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
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1650A Gum Branch Road,
Jacksonville, North Carolina | | |
28540 | |
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| (Address of principal executive offices) | | | (Zip Code) | |
Registrant’s telephone number, including area code(910) 478-0097
Paladyne Corp.
(Former name or former address, if changed since last report)
TABLE OF CONTENTS
Item 1. Change in Control.
On February 5, 2003, the transactions pursuant to that certain Stock Purchase Agreement (the “Stock Purchase Agreement”), dated January 9, 2003, entered into by and among Market Central, Inc. (formerly Paladyne Corp.) (the “Company”), Glen H. Hammer (“Hammer”), WAG Holdings, LLC (“WAG Holdings”) and A. Randall Barkowitz (“Barkowitz”) (Hammer, WAG Holdings and Barkowitz collectively referred to as the “Buyers”) were consummated. In connection therewith:
(i) the Company issued the following number of shares of its common stock to the Buyers:
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| | | | | | | | Percentage of Voting |
| | | | | | | | Securities of the Company |
| Buyer | | Number of Shares | | Held as of February 5, 2003 |
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| Hammer | | | 4,090,370 | | | | 32.6 | % |
| WAG Holdings | | | 4,440,370 | | | | 35.3 | % |
| Barkowitz | | | 350,000 | | | | 2.8 | % |
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| | Total | | | 8,880,739 | | | | 70.7 | % |
(ii) in consideration of the issuance of shares of the Company’s common stock as shown above, (a) the Buyers canceled an aggregate of $380,095 of indebtedness of the Company to the Buyers pursuant to that certain Amended and Restated Loan and Security Agreement dated as of December 13, 2002 by and among the Company, Hammer and WAG Holdings (a portion of such indebtedness was subsequently transferred to Barkowitz prior to the closing of the Stock Purchase Agreement), (b) WAG Holdings and Hammer canceled indebtedness of the Company to them in an aggregate amount of $229,124, which indebtedness WAG Holdings and Hammer acquired from BDO Seidman, LLP and related to accounting services provided by a vendor to the Company, and (c) WAG Holdings and Hammer canceled indebtedness of the Company to them in an aggregate amount of $184,488, which indebtedness WAG Holdings and Hammer acquired from another vendor to the Company.
(iii) Kenneth H. Horn and William E. Willis, Jr. each resigned, effective February 5, 2003 from the board of directors of the Company.
(iv) William A. Goldstein, the sole member and manager of WAG Holdings, and Hammer were each elected, effective February 5, 2003, to the board of directors of the Company.
Copies of the Stock Purchase Agreement and the press release issued by the Company in connection with the closing of the Stock Purchase Agreement are attached as exhibits to this report.
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All references in this report to the Company’s common stock reflect the 1-for-10 reverse split of the common stock effected at 12:01 a.m. on February 5, 2003.
Item 7. Financial Statements and Exhibits.
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| (c) | | Exhibits: |
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| 10.1 | | Stock Purchase Agreement by and among Market Central, Inc., Glen H. Hammer, WAG Holdings, LLC and A. Randall Barkowitz |
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| 99.1 | | Press release announcing closing of stock purchase. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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| | MARKET CENTRAL, INC. |
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| By: | /s/ Terrence J. Leifheit
Terrence J. Leifheit, President |
Dated: February 21, 2003
EXHIBIT INDEX
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| Exhibit | | |
| Number | | Description of Exhibit |
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| 10.1 | | Stock Purchase Agreement by and among Market Central, Inc., Glen H. Hammer, WAG Holdings, LLC and A. Randall Barkowitz |
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| 99.1 | | Press release announcing closing of stock purchase. |
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