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) - October 9, 2002
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.)
1650A Gum Branch Road, Jacksonville, NC 28540
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (888) 773-3501
N/A
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(Former Name or Former Address, if changed since last report)
ITEM 5. OTHER EVENTS
On October 9, 2002, Paladyne Corp. ("Paladyne") and its subsidiary,
e-commerce support centers, inc. (ecom) announced that they had entered into a
Letter of Intent with Market Central, Inc. (Market Central), an entity
controlled by Atlanta-based investors William A. Goldstein and Glen H. Hammer.
The Letter of Intent provides, subject to the conditions therein, that Market
Central would purchase newly issued shares of Paladyne Common Stock in an amount
sufficient to give it a 70% equity interest in Paladyne. The purchase price for
the shares would be payable in a combination of cash, cancellation of loans from
Market Central to Paladyne and cancellation of third party indebtedness which
would be purchased by Paladyne. In addition, Market Central would, upon
completion of the definitive stock purchase agreement, use its reasonable
efforts to put in place an asset based receivable financing facility to fund the
working capital requirements of Paladyne. The conditions to the Market Central
transaction include approval by Paladyne stockholders.
To date, Market Central has provided loaned $250,000 to Paladyne,
secured by the assets of Paladyne and ecom, that is repayable, together with
interest, on November 27, 2002. The parties are in the process of negotiating a
definitive stock purchase agreement.
For more information, reference is made to the press release attached
as Exhibit 99.1 hereto, and the other exhibits filed with this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 - Letter of Intent from Market Central, Inc. to
Paladyne Corp.
10.2 - First Amendment to Letter of Intent from Market
Central, Inc. to Paladyne Corp.
10.3 - Loan and Security Agreement by and among Paladyne
Corp., e-commerce support centers, inc., and
Market Central, Inc.
10.4 - Revolving Note from Paladyne Corp. and e-commerce
support centers, inc. to Market Central, Inc.,
dated August 29, 2002.
99.1 - Press Release, dated October 9, 2002, regarding
Paladyne's entry into a Letter of Intent for sale of
controlling interest to Market Central.
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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.
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(Registrant)
Dated: October 22, 2002 By: /s/Terrence J. Leifheit
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Terrence J. Leifheit, Chairman
and CEO
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