SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to
Schedule TO
Tender Offer Statement under Section 14(d)(91) or 13(e)(1) of the
Securities Exchange Act of 1934
MARKET CENTRAL, INC.
(issuer)
MARKET CENTRAL, INC.
(offeror)
Series A Convertible Preferred Stock, par value $.001
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Clifford A. Clark
Market Central, Inc.
6701 Carmel Road
Suite 205
Charlotte, North Carolina 28226
(704) 837-0500
Copies to:
Gerald L. Baxter,, Esq.
Greenberg Traurig, LLP
3290 Northside Parkway
Suite 400
Atlanta, Georgia 30327
(678) 553-2430
CALCULATION OF FILING FEE
Transaction Valuation(s) Amount of Filing Fee
================================================================================
$12,614,601 $2,523
(a) Estimated solely for the purpose of determining the registration fee, and
calculated based on the market value of the securities offered in the exchange
offer. The amount of the filing fee was calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, and equals $.0002 for each
$1.00 of the value of the transaction.
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|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing. Schedule TO filed June 10, 2005.
|_| Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
|_| third party tender offer subject to Rule 14d-1
|_| going-private transaction subject to Rule 13e-3
|X| issuer tender offer subject to Rule 13e-4
|_| amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
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This Issuer Tender Offer Statement on Schedule TO ("Schedule TO") relates
to an offer by Market Central, Inc. (the "Company"), a Delaware corporation, to
exchange one (1) share of Company Common Stock par value $.001 ("Common Stock")
and one (1) warrant to purchase one (1) share of the Company's Common Stock at
$.85 per share with a term ending June 30, 2007 (the "Warrants") for one (1)
share of the Company's Series A Convertible Preferred Stock (the "Preferred
Stock"), upon the terms and subject to the conditions contained in the Exchange
Offer dated July 7, 2005.
This Schedule TO is being filed in satisfaction of the reporting
requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and is a complete amendment and
restatement of the Schedule TO previously filed on July 7, 2005.
Item 1. Summary Term Sheet.
The information under the heading "Summary Term Sheet" in the Exchange
Offer dated July 7, 2005, as amended (the "Exchange Offer") is incorporated
herein by reference in answer to Item 1 of this Amendment No. 2 to Schedule TO.
Item 2. Subject Company Information.
Name and Address. The name of the issuer of the Common Stock, Preferred
Stock and Warrants is Market Central, Inc. The address of the principal
executive offices of Market Central, Inc. is 6701 Carmel Road, Suite 205,
Charlotte, North Carolina 28226. Its telephone number is (704) 837-0500.
Securities. This Amendment No. 2 to Schedule TO relates to the offer by
the Company to exchange one (1) share of Common Stock and one (1) Warrant for
each share of validly tendered and accepted outstanding share of Preferred
Stock. As of May 31, 2005, there were 5,557,005 shares of Preferred Stock
outstanding.
Trading Market and Price. There is no established trading market for the
Preferred Stock.
Dividends. No dividends have been paid during the past two (2) years with
respect to the Preferred Stock. In connection with the Exchange Offer, the
Company will accrue dividends in accordance with the terms of the Preferred
Stock, issue additional shares of Preferred Stock in payment of such dividends,
and exchange such aggregate shares of Preferred Stock to holders who validly
tender outstanding Preferred Stock.
Item 3. Identity and Background of Filing Person.
Name and Address. This is an issuer tender offer. The Company is the
filing person. The information set forth in Item 2(a) above is incorporated
herein by reference in answer to Item 3 of this Amendment No. 2 to Schedule TO.
The Directors of the Company are as listed below:
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Doyal Bryant Clifford A. Clark
6701 Carmel Road 6701 Carmel Road
Suite 205 Suite 205
Charlotte, North Carolina 28226 Charlotte, North Carolina 28226
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James McGovern Thomas Gordy
6701 Carmel Road 6701 Carmel Road
Suite 205 Suite 205
Charlotte, North Carolina 28226 Charlotte, North Carolina 28226
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Hoyt Lowder Ronald Attkisson
6701 Carmel Road 6701 Carmel Road
Suite 205 Suite 205
Charlotte, North Carolina 28226 Charlotte, North Carolina 28226
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The Executive Officers of the Company are as listed below:
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Doyal Bryant Clifford A. Clark
6701 Carmel Road 6701 Carmel Road
Suite 205 Suite 205
Charlotte, North Carolina 28226 Charlotte, North Carolina 28226
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Paul Odom
6701 Carmel Road
Suite 205
Charlotte, North Carolina 28226
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Item 4. Terms of the Transaction.
Material Terms.
(1) Tender offers. The following information under the headings "Summary
Term Sheet," "Introduction," Sections 1, 2, 3, 4, 5, 6, 7, 8, 13 and 14 under
"The Exchange Offer" in the Exchange Offer is incorporated herein by reference
in partial answer to Item 4 of this Amendment No. 2 to Schedule TO.
(2) Mergers or Similar Transactions. Not applicable.
Purchases.
To the best knowledge of the Company, no Preferred Stock is to be
purchased from any officer, director or affiliate of the Company, other than two
(2) shareholders of the Company who own greater than 10% percent of the
outstanding shares of Common Stock, and who may participate in the Exchange
Offer and one director who owns shares of Series A Preferred Stock. The terms of
exchange offered to such affiliates and director of the Company are identical to
those offered to all other holders of the Preferred Stock. The information in
Section 9 - Recapitalization Transactions and Section 10 of the Exchange Offer
is incorporated herein by reference in partial answer to Item 4 of Amendment No.
1 to this Schedule TO.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(e) The information in Section 9 - Recapitalization Transactions and
TAG/Convey Transaction of the Exchange Offer is incorporated herein by reference
in answer to Item 5 of Amendment No. 2 to this Schedule TO.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a), (b) and (c) The information set forth under Section 3 and Section 9
in the Exchange Offer is incorporated herein by reference in answer to Item 6 of
Amendment No. 2 to this Schedule TO.
Item 7. Source and Amount of Funds or Other Consideration.
The consideration for each share of Preferred Stock to be purchased by the
Company is the issuance of one (1) share of Common Stock and one (1) Warrant.
The total consideration required to purchase all of the outstanding Preferred
Stock is 5,557,005 shares of Common Stock and 5,557,005 Warrants. It is not
expected that alternative financing arrangements or plans will be required.
Item 8. Interest in Securities of the Subject Company.
Securities Ownership. One director of the Company owns 225,144 shares of
Preferred Stock (4%) of the outstanding Preferred Stock).
Securities Transactions. To the best knowledge of the Company, none of the
persons referenced in this item has engaged in any transactions in the Preferred
Stock during the 60 days preceding the date of this Amendment No. 2 to Schedule
TO.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
Not applicable.
Item 10. Financial Statements.
(a) The information set forth under Section 4 in the Exchange Offer and
the information set forth in Item 7 of the Company's Annual Report on Form
10-KSB for the year ended August 31, 2004, and the information set forth in Part
I, Item 1 of the Company's Quarterly Report on Form 10-QSB for the quarter ended
May 31, 2005, is incorporated herein by reference.
(b) Not applicable.
(c) The information set forth under Section 9 in the Exchange Offer is
incorporated herein by reference in partial answer to Item 10 of Amendment No. 2
to this Schedule TO.
Item 11. Additional Information.
The information set forth under Section 9 - TAG/Convey Transaction is
incorporated herein by reference in answer to Item 11 of Amendment No. 2 to this
Schedule TO.
Item 12. Exhibits.
Exhibit No. Description
- ----------- --------------------------------------------------------------
(a)(1)(i) Exchange Offer dated July 7, 2005, as amended.
(a)(1)(ii) Form of Letter of Transmittal (previously filed).
Item 13. Information required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Market Central, Inc.
By: /s/ Clifford A. Clark
------------------------------------
Name: Clifford A. Clark
Title: Chief Financial Officer
Dated: July 28, 2005