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.
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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 (IRS Employer of
Incorporation) File Number 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: (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.
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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
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Clifford Clarke
Chief Financial officer
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