SCHEDULE 14A(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant [ ]
CHECK THE APPROPRIATE BOX:
[x] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement permitted by Rule 14a-6
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
MARKET CENTRAL, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant) Payment
of Filing Fee (Check the appropriate box):
|X| No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
MARKET CENTRAL, INC.
6701 Carmel Road
SUITE 205
CHARLOTTE, NC 28226
AUGUST 23, 2005
TO THE STOCKHOLDERS OF MARKET CENTRAL, INC.
Dear Stockholder:
The Annual Meeting of Stockholders (the "Meeting") of Market Central, Inc., a
Delaware corporation (the "Company") will be held at Ballantyne Resort, Johnston
Road, Charlotte, NC on September 12, 2005 at 1:00 pm, Eastern Time. Details of
the business to be conducted at the Meeting are in the attached Proxy Statement
and Notice of Meeting of Stockholders. It is important that your shares be
represented and voted at the meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Returning the proxy does NOT deprive you
of your right to attend the Meeting. If you decide to attend the Meeting and
wish to change your proxy vote, you may do so automatically by voting in person
at the meeting.
On behalf of the Board of Directors, I would like to express our appreciation
for your continued interest in the affairs of the Company. We look forward to
seeing you at the Meeting.
Sincerely,
Doyal G. Bryant
President and Chief Executive Officer
MARKET CENTRAL, INC.
6701 Carmel Road
SUITE 205
CHARLOTTE, NC 28226
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NOTICE OF MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 12, 2005
The Annual Meeting of Stockholders (the "Meeting") of Market Central, Inc., a
Delaware corporation (the "Company"), will be held at Ballantyne Resort,
Johnston Road, Charlotte, NC, on September 12, 2005, at 1:00 pm, Eastern Time,
for the following purposes:
1. To elect one (1) director to the Board of Directors to serve in a
staggered term as described herein or until his successor has been duly
elected and qualified;
2. To ratify the appointment of Russell Bedford Stefanou Mirchandani LLP
("RBSM") as the Company's independent public accountants for the fiscal
year ending August 31, 2005;
3. To amend and ratify an increase in the number of shares of Common Stock
available in the Market Central, Inc. 2003 Amended and Restated Stock Plan
by 7,000,000 additional shares;
4. To approve and ratify the immediate change in the company name from Market
Central, Inc. to Scientigo, Inc. and to approve the amendment to the
Company's Certificate of Incorporation to effect the name change; and
5. To act upon any and all matters incident to the foregoing and such other
business as may legally come before the meeting and any adjournments or
postponements thereof.
The foregoing items of business are more fully described in the attached Proxy
Statement.
Only stockholders of record at the close of business on August 12, 2005 are
entitled to notice of, and to vote at, the Meeting and at any adjournments or
postponements thereof. A list of such stockholders will be available for
inspection at the Company's headquarters located at 6701 Carmel Road, Suite 205
Charlotte, NC during ordinary business hours for the ten-day period prior to the
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Clifford A. Clark
Secretary
Charlotte, NC
August 23, 2005
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE MEETING. IF YOU DECIDE TO
ATTEND THE MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY DO SO
AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
MARKET CENTRAL, INC.
6701 Carmel Road
SUITE 205
CHARLOTTE, NC 28226
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PROXY STATEMENT
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FOR MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 12, 2005
These proxy materials are furnished in connection with the solicitation of
proxies by the Board of Directors of Market Central, Inc., a Delaware
corporation (the "Company"), for the Annual Meeting of Stockholders (the
"Meeting") to be held at Ballantyne Resort, Johnston Road, Charlotte, NC, on
September 12, 2005, at 1:00 pm, Eastern Time, and at any adjournment or
postponement of the Meeting. These proxy materials were first mailed to
stockholders on or about August 23, 2005.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Meeting are
summarized in the accompanying Notice of Meeting of Stockholders. These
proposals are described in more detail in this Proxy Statement.
VOTING RIGHTS AND SOLICITATION OF PROXIES
The Company's Common Stock is the only type of security entitled to vote at the
Meeting. On August 12, 2005, the record date for determination of stockholders
entitled to vote at the Meeting, there were shares of Common Stock outstanding.
Each stockholder of record on such date is 12,953,621 entitled to one vote for
each share of Common Stock held by such stockholder on such date. Shares of
Common Stock may not be voted cumulatively. All votes will be tabulated by the
inspector of election appointed for the meeting, who will separately tabulate
affirmative and negative votes, abstentions and broker non-votes.
QUORUM REQUIRED
The Company's bylaws provide that the holders of a majority of the Company's
voting stock issued and outstanding and entitled to vote at the Meeting, present
in person or represented by proxy, shall constitute a quorum for the transaction
of business at the Meeting. Abstentions and broker non-votes will be counted as
present for the purpose of determining the presence of a quorum.
VOTES REQUIRED
PROPOSAL 1. Directors are elected by a plurality of the affirmative votes cast
by those shares present in person, or represented by proxy, and entitled to vote
at the Meeting. The one (1) nominee for election receiving the highest number of
affirmative votes will be elected for the staggered term described herein.
Abstentions and broker non-votes will not be counted toward a nominee's total.
Stockholders may not cumulate votes in the election of directors.
PROPOSAL 2. Ratification of the appointment of RBSM as the Company's independent
public accountants for the fiscal year ending August 31, 2005, requires the
affirmative vote of a majority of those shares present in person, or represented
by proxy. Abstentions and broker non-votes will not be counted as having been
voted on the proposal.
PROPOSAL 3. Approval and ratification of the increase in the number of shares
available in the Market Central, Inc. 2003 Amended and Restated Stock Plan by
7,000,000 shares requires the affirmative vote of a majority of those shares
present in person, or represented by proxy. Abstentions and broker non-votes
will not be counted as having been voted on the proposal.
PROPOSAL 4. Approval and ratification of the change in the company's name from
Market Central, Inc. to Scientigo, Inc. and approval of the amendment to the
Company's Certificate of Incorporation to effect such name change requires the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock, whether present in person or represented by proxy. Abstentions and
broker non-votes will not be counted as having been voted on the proposal.
PROXIES
Whether or not you are able to attend the Meeting, you are urged to complete and
return the enclosed proxy, which is solicited by the Company's Board of
Directors and which will be voted as you direct on your proxy when properly
completed. In the event no directions are specified, such proxies will be voted
FOR Proposals Nos. 1, 2, 3 and 4 and in the discretion of the proxy holders as
to other matters that may properly come before the Meeting. You may revoke or
change your proxy at any time before the Meeting. To do this, send a written
notice of revocation or another signed proxy with a later date to the Secretary
of the Company at the Company's principal executive offices before the beginning
of the meeting. You may also automatically revoke your proxy by attending the
Meeting and voting in person. All shares represented by a valid proxy received
prior to the Meeting will be voted.
SOLICITATION OF PROXIES
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the proxy
and any additional soliciting material furnished to stockholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
The Company may reimburse brokerage houses, fiduciaries and custodians
representing beneficial owners of shares for their costs of forwarding the
solicitation material to such beneficial owners. The original solicitation of
proxies by mail may be supplemented by solicitation by telephone, telegram or
other means by directors, officers, employees or agents of the Company. No
additional compensation will be paid to these individuals for any such services.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Pursuant to the Company's Bylaws, the Company currently has authorized up to
nine (9) directors. Five (5) directors have been appointed (two of whom are not
standing for reelection) and there are currently four vacancies. At the Meeting,
one (1) new nominee has been nominated for election for the staggered term
described below or until his successor is elected and qualified. With respect to
the remaining vacancies, we intend for such vacancies to remain vacant until our
Board of Directors desires to fill such vacancies. Pursuant to our Bylaws, a
vacancy on the Board of Directors may be filled by a majority of the directors
then in office.
The current directors who will remain on the Board and the nominee for election
to the Board of Directors (collectively, the "Nominees"), their ages as of
August 15, 2005, their positions and offices held with the Company, their
staggered terms and certain biographical information, are set forth below. The
proxy holders intend to vote all proxies received by them in the accompanying
form FOR the Nominee listed below unless otherwise instructed. In the event any
Nominee is unable or declines to serve as a director at the time of the Meeting,
the proxies will be voted for any nominee who may be designated by the present
Board of Directors to fill the vacancy. As of the date of this Proxy Statement,
the Board of Directors is not aware of any Nominee who is unable or will decline
to serve as a director. The one (1) Nominee receiving the highest number of
affirmative votes of the shares entitled to vote at the Meeting will be elected
a director of the Company:
NOMINEES
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NAME AGE SINCE POSITION CLASS
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Stuart J. Yarbrough 54 II
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DIRECTORS
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BOARD OF DIRECTORS AGE SINCE POSITION CLASS
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Ronald L. Attkisson 56 2005 Director III
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Hoyt G. Lowder*# 62 2005 Director III
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Doyal G. Bryant 51 2004 Director, CEO and President III
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* member of Audit Committee
# member of Compensation Committee
The terms of the directors are divided into three separate three-year classes,
Classes I, II and III. Each director holds office until the year in which his
term expires. Mr. Yarbrough's term, if elected, expires in 2006. Messrs.
Attkisson's, Lowder's and Bryant's terms will expire in 2007.
In the event that Mr. Yarbrough is elected a director of the Company, the Board
of Directors anticipates that he will be elected a member of the Audit Committee
and the Compensation Committee.
RESIGNATIONS; APPOINTMENTS TO FILL VACANCIES
From September 1, 2003, to the date of this Proxy Statement, the following
resignations from and appointments to the Board of Directors have occurred:
William P. O'Reilly resigned as a director on December 1, 2003.
Terry Leifheit resigned as a director on August 13, 2004.
Ronald L. Attkisson was appointed as a director on February 17, 2005.
Hoyt G. Lowder was appointed a director on February 17, 2005.
Doyal G. Bryant was appointed a director on November 24, 2004.
William A. Goldstein resigned as a director on November 15, 2004.
Glen H. Hammer resigned as a director on November 15, 2004.
Howard B. Workman resigned as a director on February 18, 2005.
Thomas A. Gordy resigned as a director on August 5, 2005.
James L. McGovern and Clifford A. Clark are not standing for reelection to the
Board of Directors.
BOARD OF DIRECTORS MEETINGS
From September 1, 2003, through August 31, 2004, the Board of Directors held six
(6) meetings and acted by written consent in lieu of a meeting on two (2)
occasions. During such period, each of the directors during the term of their
tenure attended or participated in at least 84% of the meetings and all consent
actions of the Board of Directors. Former directors attended or participated in
60% of such meetings and all consent actions of the Board of Directors held
during their tenure as members of the Board of Directors.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established an Audit Committee and a Compensation
Committee to devote attention to specific subjects and to assist it in the
discharge of its responsibilities. The functions of those committees and their
current members are described below:
Audit Committee. The purpose of the Audit Committee is to assist the board of
directors in fulfilling its oversight responsibilities for (1) the integrity of
the company's financial statements, (2) the company's compliance with legal and
regulatory requirements, (3) the independent auditor's qualifications and
independence, and (4) the performance of the company's internal audit function
and independent auditors. The Audit Committee did not meet during the year ended
August 31, 2004. Messrs. McGovern, Gordy and Workman were the members of the
Audit Committee during the year ended August 31, 2004. Mr. Workman and Mr. Gordy
have resigned as directors and Mr. Lowder has been appointed as a member of the
Audit Committee. It is anticipated that Mr. Yarbrough will be appointed a member
of the Audit Committee in the event he is elected to the Board of Directors.
Compensation Committee. The primary purposes of the Compensation Committee are:
(i) to assist the Board in discharging its responsibilities with respect to
compensation of the Company's executive officers; (ii) to produce a report on
executive compensation for inclusion in the Company's annual proxy statement;
(iii) to provide recommendations regarding management successors; and (iv) to
administer the Company's stock and other incentive plans (in the absence of a
separate Stock Plan Committee). Messrs. McGovern, Gordy and Workman were the
members of the Compensation Committee during the year ended August 31, 2004.
Messrs. McGovern, Gordy and Workman were the members of the Audit Committee
during the year ended August 31, 2004. Mr. Workman and Mr. Gordy have resigned
as directors and Mr. Lowder has been appointed as a member of the Compensation
Committee. It is anticipated that Mr. Yarbrough will be appointed a member of
the Compensation Committee in the event he is elected to the Board of Directors.
Nominating Committee or Executive Committee. The Company does not have a
nominating or an executive committee. The functions customarily attributable to
these committees are performed by the Board of Directors as a whole. The Company
does not have a charter relating to the nomination of directors.
Under the definition of "independent director" promulgated by the New York Stock
Exchange, the Board of Directors has determined that Mr. Lowder is an
independent director of the Company. Mr. Yarbrough, if elected, will be an
independent director of the Company. Messrs. Bryant and Attkisson are not
independent directors of the Company.
When considering a potential candidate for membership on the Company's Board of
Directors, the Board of Directors considers relevant business and industry
experience and demonstrated character and judgment. The Board of Directors has
not received any recommended nominations from any of the Company's stockholders
in connection with this Annual Meeting. Messrs. Lowder, Attkisson and Yarbrough
were initially suggested as candidates for the Company's Board of Directors by
the Company's management.
The Board of Directors does not currently have a formal policy on stockholder
nominations. It intends to consider and propose for adoption such a policy at
the meeting of the Board of Directors immediately following the Annual Meeting
of Stockholders.
AUDIT COMMITTEE REPORT
The members of the Audit Committee from September 1, 2003 to August 31, 2004
were Messrs. Gordy and Workman. The Audit Committee did not meet during the
fiscal year. The Audit Committee is, when active and meeting regularly,
responsible for considering management's recommendation of independent certified
public accountants for each fiscal year, recommending the appointment or
discharge of independent accountants to the board of directors and confirming
the independence of the accountants. It is also responsible for: reviewing and
approving the scope of the planned audit, the results of the audit and the
accountants' compensation for performing such audit; reviewing the Company's
audited financial statements; and reviewing and approving the Company's internal
accounting controls and discussing such controls with the independent
accountants.
The Company's independent auditors are responsible for auditing the financial
statements. The activities of the Committee are in no way designed to supersede
or alter those traditional responsibilities. The Committee's role does not
provide any special assurances with regard to the Company's financial
statements, nor does it involve a professional evaluation of the quality of the
audits performed by the independent auditors.
The Audit Committee recommended to the Board of Directors that the Company's
financial statements audited by RBSM be included in the Company's Annual Report
on Form 10-KSB for the fiscal year ended August 31, 2004.
July 15, 2005
Audit Committee
James L. McGovern
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The compensation of the Chief Executive Officer of the Company is determined by
the Compensation Committee. The Committee's determinations regarding such
compensation are based on a number of factors including, in order of importance:
o Consideration of the operating and financial performance of the
Company, primarily its income before income taxes during the preceding
fiscal year, as compared with prior operating periods;
o Attainment of a level of compensation designed to retain a superior
executive in a highly competitive environment; and
o Consideration of the individual's overall contribution to the Company.
Compensation for the Company executive officers (referred to in the summary
compensation table) is determined by the Compensation Committee based upon
consultation with the Chief Executive Officer, taking into account the same
factors considered by the Board in determining the Chief Executive Officer's
compensation as described above. Except as set forth below, the Company has not
established a policy with regard to Section 162(m) of the Internal Revenue Code
of 1986, as amended (the "Code"), since the Company has not and does not
currently anticipate paying compensation in excess of $1 million per annum to
any employee.
The Company applies a consistent approach to compensation for all employees,
including senior management. This approach is based on the belief that the
achievements of the Company result from the coordinated efforts of all employees
working toward common objectives.
July 15, 2005
Compensation Committee
James L. McGovern
DIRECTOR COMPENSATION
Currently, directors of the Company who are also full-time employees of the
Company receive no additional compensation for their services as directors. The
following is a summary of compensation paid to directors:
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Category of Compensation Principal Stockholders; Others
Executive Officers
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New Member, Initial Grant None 10,000 restricted shares of
Common Stock and 2,000 options
to purchase Common Stock that
vest at the end of the first
term on Board of Directors
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Annual Retainer None $5,000 plus 1,000 options to purchase
Common Stock per year of service,
restricted until the end of the term on
Board of Directors
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Meetings Reasonable Expenses $1,000 per meeting plus reasonable
expenses
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Conference call meetings and written None $250 per call/written consent
consents
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Audit Committee Chair N/A $1,000 per year, plus reasonable
expenses and 1,200 options to
purchase Common Stock per year of
service. Options vest one year
from grant date
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Compensation Committee Chair N/A $500 per year, plus reasonable
expenses and 1,000 options to
purchase Common Stock per year
of service. Options vest one
year from grant date
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Committee Members (other than N/A 750 options to purchase Common
Chairman or Audit Committee) Stock per year of service.
Options vest one year from grant
date
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Audit Committee Members (other N/A 1,000 options to purchase Common
than Chairman) Stock per year of service.
Options vest one year from grant
date
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Liability Insurance Paid by Company Paid by Company
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In the year ended August 31, 2004, the Company granted 13,806 shares of the
Company's Common Stock each to Thomas Gordy and Clifford A. Clark, and 13,808
shares of the Company's Common Stock each to James McGovern and Howard Workman,
all for services in their capacity as members of the Company's Board of
Directors during such year.
The business experience of each of the persons listed above during the past five
years is as follows:
DOYAL G. BRYANT has been President, Chief Executive Officer and a Director of
the Company since April 2004 and October 2004, respectively. Mr. Bryant has over
25 years experience in senior corporate management, product development,
financing, operations and sales in all of the Company's combined product areas.
He joined Market Central when the Company entered into letter of intent to
acquire Convey Systems in which Mr. Bryant is an owner and was President and
CEO. Prior to Convey, Mr. Bryant held senior management or ownership positions
in companies that provided financial and technical due diligence services for
major investment banking firms with transactions valued at over $300 million. He
played an integral part in the growth and development of major telecommunication
companies such as ZTEL, Premiere Technologies, CommSouth, Talk.Com, PrimeTec
International, and ATMNet. His companies have developed international joint
venture agreements and investment transactions for Voice, VoIP, and Internet
related services in Canada , Mexico , Australia , Japan , Hong Kong , as well as
several European and South American countries. Mr. Bryant holds a B.S. in
business administration from Drury College in Missouri and has performed
additional studies at Oxford University in England.
HOYT G. LOWDER is senior vice president of FMI Corporation, a leading consulting
company to the construction and contracting industry. Mr. Lowder is managing
director of the southern regional office in Tampa. In addition to directing the
management consulting activities for contractor clients, he also maintains
primary responsibility for major manufacturers and suppliers of construction
materials and equipment in North America. His current focus is on building value
for selected major national and international construction-industry firms. As a
specialist in strategic planning and marketing implementation, Hoyt is an expert
at understanding the marketplace and the motives of major buyer groups. He has
extensive experience with the work acquisition process, and he pulls together
marketing and technology to help his clients gain an advantage. Hoyt holds
bachelor of science and master of science degrees from North Carolina State
University.
RONALD L. ATTKISSON is Chairman, Chief Executive Officer and President of Jones,
Byrd & Attkisson, Inc. since its organization. Previously, Mr. Attkisson
provided investment banking services through Attkisson, Carter & Company, which
he founded in 1988 as Attkisson and Associates. Attkisson & Associates grew to
be one of the largest independent securities firms in Atlanta while providing
investment brokerage, advisory and banking services to both individual and
corporate clients in over 30 states. Mr. Attkisson sold most of his interest in
the firm in January, 2001, but retained an association with the firm until May,
2003, when he resigned from the firm before starting JBA. Prior to founding
Attkisson & Associates, Mr. Attkisson was associated with Interstate Securities
and Johnson, Lane, Space, Smith & Company, which were predecessor firms to
Wachovia Securities. Prior to this, he was a vice president at The
Robinson-Humphrey Company from 1978 to 1981. Mr. Attkisson graduated from the
University of North Carolina at Chapel Hill in 1970.
STUART J.YARBROUGH is currently a principal in CrossHill Financial Group, a
private equity funding, mezzanine financing and bridge financing company based
in the Washington, D.C. area, which Mr. Yarbrough co-founded in 1994. His
experience includes advising clients in the negotiation of mergers and
acquisitions, including due diligence, loan restructuring and refinancing,
capital raising options and strategies, and strategic planning. Prior to
founding CrossHill, he served on the Board of Directors and as the Managing
Partner of both the Washington, D.C. and Richmond offices of BDO Seidman, an
international accounting and management consulting firm. Mr. Yarbrough serves as
a board member of SBR, Inc. Mr. Yarbrough is a graduate of Duke University where
he was named to the Atlantic Coast Conference Honor Roll for outstanding
academic and athletic achievement. He is a member of the Economic Club of
Washington and a member of Leadership Washington.
EXECUTIVE COMPENSATION
The following table sets forth all compensation actually paid or accrued by the
Company for services rendered to the Company for the years ended August 31,
2002, 2003 and 2004 for the Company's Chief Executive Officer or others who
earned a salary greater than $100,000 annually for any of the periods below:
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS
- --------------------------- ---- -------- -----
Terrence J. Leifheit, President CEO (1) 2002 $366,664 None
2003 $247,819 None
2004 $86,500 None
Paul S. Odom 2004 $120,000 None
(1) Mr Leifheit resigned his officer and Director positions in August 2004.
EMPLOYEE STOCK PLAN
The Company's 2003 Amended and Restated Stock Plan (the "Plan"), assumed the
1996 Stock Option Plan, which was adopted in 1996 and amended in October, 1997,
July 2001, October 2003 and December 2003 to increase the number of issuable
shares under the Plan to 3,000,000 shares of common stock. The purpose of the
Plan is to encourage stock ownership by management and employees of the Company,
to provide an additional incentive for those employees to contribute to the
success of the Company and to provide the Company with the opportunity to use
stock options as a means of recruiting new managerial personnel where
appropriate.
The Plan authorizes the grant of options which qualify as incentive stock
options under Section 422A of the Internal Revenue Code ("qualified options"),
as well as stock options which do not qualify under that section of the Code
("nonqualified options"). The Plan is administered by the Company's Board of
Directors who may delegate these duties to the Compensation Committee. The Board
is authorized to select the individual employees to receive options under the
Plan, the number of shares subject to each option, the option term and other
matters specified in the Plan.
The Plan provides that the exercise price of any option may not be less than
100% of the fair market value of the Company's stock at the date of grant,
defined as the average bid and ask price over the prior five days' trading in
which at least 1,000 shares have traded. Options must be granted within ten
years from the date the Plan was approved by the Company's shareholders.
A maximum of 3,000,000 shares of the Company's Common Stock are authorized for
issuance pursuant to options granted under the Plan, subject to adjustments to
prevent dilution or enlargement of rights of participants in certain
circumstances. As of May 31, 2005, 5,777,424 options were outstanding, 674,090
of which were issued inside the Plan. As of May 31, 2005, 1,629,025 shares are
exercisable at an option price per share ranging from $.01 to $3.16 per share
and with expiration dates from February 2005 through February 2009.
PROFIT SHARING PLAN
The Company sponsors a qualified employee savings plan (commonly referred to as
a "401K plan") for all eligible employees, including all the officers of the
Company. Participants may make contributions from their gross pay (limited to
15% of the employee's compensation, as defined), with the Company matching such
contributions (subject to certain limitations) at the rate of 25% of the first
6% of each participant's contribution. Effective June 1, 2002, the Company
modified the 401(K) plan to eliminate any matching of contributions. No other
deferred compensation plan is currently in place.
EMPLOYMENT AGREEMENTS
The Company has employment agreements with Doyal G. Bryant, its President and
Chief executive Officer and with four other management personnel. Mr. Bryant's
three year employment agreement was entered into in October 2004; Paul Odom, the
Company's Senior VP and Chief Scientist has four years remaining on his
contract; Clifford Clark, Chief Financial Officer, has two years remaining on
his contract. Messrs. Bryant's, Odom's and Clark's annual salaries are $180,000,
$120,000 and $125,000 annually, respectively.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, to the best of the Company's
knowledge, as of August 12, 2005, with respect to each person known by Company
to own beneficially more than 5% of the outstanding Common Stock, each director,
each director nominee and all directors and executive officers as a group.
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS (2)
William A. Goldstein, 1150 Hammond Drive, 2,622,830 (3) 19.41%
Suite A-1200, Atlanta GA 30328
Glen H. Hammer, 3110 Crossing Point Road, 1,528,448 (4) 11.55%
Norcross GA 30071
Doyal G. Bryant* 1,036,246 (5) 7.41%
Paul S. Odom* 247,175 (6) 1.87%
Clifford A. Clark* 185,778 (7) 1.42%
Ronald L. Attkisson* 1,432,792 (8) 9.96%
Hoyt G. Lowder* 479,894 (9) 3.64%
Stuart J. Yarbrough 217,529 (10) 1.66%
All directors and executive officers as a
group (6 persons in group) (2) 3,599,414 22.20%
Note: Unless otherwise noted, each person's address is 6701 Carmel Road,
Suite 205, Charlotte, NC 28226
* Director and/or executive officer
Note: Unless otherwise indicated in the footnotes below, the Company has been
advised that each person above has sole voting and investment power over the
shares indicated above.
(1) Share amounts include, where indicated, Common Stock issuable upon the
exercise of certain stock options and stock warrants, and the Common Stock
that is issuable upon conversion of the Convertible Notes and related
warrants which are exercisable or convertible within sixty days from
August 12, 2005.
(2) Based upon shares of Common Stock outstanding on August 12, 2005.
Percentage ownership is calculated separately for each person on the basis
of the actual number of outstanding shares as of August 12, 2005, and
assumes the exercise of certain stock options or warrants held by such
person (but not by anyone else) exercisable within sixty days.
(3) This total includes 561,415 warrants that are exercisable within sixty
days are exercisable at $.85 per share.
(4) This total includes 279,539 warrants that are exercisable within sixty
days are exercisable at $.85 per share.
(5) Comprised of 1,036,246 shares that may be acquired by Mr. Bryant pursuant
to the exercise of stock purchase options and warrants exercisable within
sixty days at exercise prices from $.90 to $1.60. These options were a
portion of those granted in an employment agreement effective October 8,
2004.
(6) Includes 16,949 shares owned directly and 230,226 shares that may be
acquired by Mr. Odom pursuant to the exercise of stock purchase options
and warrants exercisable within sixty days at exercise prices from $1.60
to $2.35. These options were a portion that were granted in conjunction
with an employment agreement entered into in January 2005.
(7) Includes (i) 20,826 shares owned directly and (ii) 164,952 shares that may
be acquired by Mr. Clark pursuant to the exercise of stock purchase
options and warrants exercisable within sixty days at exercise prices from
$.90 to $11.20 per share.
(8) Includes 1,432,792 warrants to purchase Company common stock exercisable
within sixty days at exercise prices ranging from $1.00 to $1.33 owned by
Mr. Attkisson or his firms, IFS Holdings, Inc., and R.L. Attkisson & Co.
(9) This total includes 239,947 warrants that are exercisable within sixty
days are exercisable at $.85 per share..
(10) Includes (i) includes 55,964 warrants that are exercisable within sixty
days at $.85 per share,(ii) $81,250 Principal Amount of the Company's 6.4%
Senior Convertible Notes which are convertible within sixty days into
60,976 shares of the Company's common stock and warrants to purchase
40,625 shares of Company common stock exercisable within sixty days at an
exercise price of $1.00 per share. This does not include $750,000
principal amount of the Company's 6.4% Senior Convertible Notes which are
convertible within sixty days into 562,852 shares of the Company's common
stock, warrants to purchase 375,000 shares of Company common stock
exercisable within sixty days at an exercise price of $1.00 per share,
159,986 shares of the Company's Common Stock and 159,986 warrants that are
exercisable within sixty days are exercisable at $.85 per share, all of
which are owned by an investment limited partnership of which Mr.
Yarbrough is partial owner of the limited liability company which is the
general partner of such investment partnership. Mr. Yarbrough disclaims
any beneficial ownership of such shares and warrants.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"),
requires the Company's directors and executive officers, and persons who own
more than 10% of the Company's common stock, to file with the Securities and
Exchange Commission certain reports of beneficial ownership of the Company's
common stock. The Company believes that such reports have been filed by its
directors, executive officers or 10% holders of the Company's common stock, but
not in a timely manner.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In November 2004, after discussions with management regarding the capital
structure of the Company, the Company's two largest beneficial shareholders
(William A. Goldstein and Glen Hammer) notified the Company that they would
return 5,880,740 shares of Common Stock to the Company's treasury, cancel
warrants that they owned which provided them with the right to purchase
approximately 2,300,000 shares of Common Stock in the Company, resign from the
Company's Board of Directors and seek to convert approximately $1,000,000 in
demand notes due from the Company into shares of the Company's Series A
Preferred Stock. The purpose of the proposed transactions was to restructure the
capitalization of the Company so that it could more readily raise additional
capital needed to continue management's efforts to monetize the value of the
Company's intellectual property portfolio. Mr. Goldstein returned 2,940,370
shares of Common Stock, cancelled warrants to purchase 2,300,000 shares of
Common Stock (held jointly by Messrs. Goldstein and Hammer) and converted
$701,786 of indebtedness into shares of the Company's Series A Preferred Stock
effective April 22, 2005. Mr. Hammer was unable to return his shares of Common
Stock to the Company because they were pledged as collateral for the repayment
of his indebtedness. Therefore, the Company's bank debt of approximately
$1,250,000 was assumed by Mr. Hammer in exchange for a note payable from the
Company effective December 2004. At that time, the Company was released from
such bank debt. This new note provided for interest only, at LIBOR plus 2.75%,
through the earlier of when Mr. Hammer returned 2,940,370 shares of Common Stock
to the Company, but no later than April 30, 2005. Effective April 20, 2005, the
Company and Mr. Hammer entered into an agreement which terminated earlier
agreements and provided for the contribution of 3,100,000 shares of Common Stock
to the Company by Mr. Hammer. In return, the Company agreed to lend Mr. Hammer
$400,000 for the purpose of discharging indebtedness of Mr. Hammer, enter into a
loan agreement with Mr. Hammer as previously agreed to including the payment of
approximately $150,000 of the $1,250,000 principal of such indebtedness and
issue Mr. Hammer 262,238 shares of the Series A Preferred Stock in payment of
all other outstanding indebtedness of the Company to such shareholder. The
$400,000 loan is to be repaid out of the proceeds of the sale of a portion of
the remaining shares of the Common Stock owned by Mr. Hammer and in any event
not later than one (1) year from the date of such loan. All of such transactions
were completed on May 31, 2005. In connection with these transactions, Mr.
Hammer provided management with a proxy to vote his shares of Common Stock at
the annual meeting of stockholders to be held on September 12, 2005.
The Company has entered into a non-binding letter of intent to purchase
substantially all of the assets of The Tag Group, Inc. ("TAG"). These assets
consist of cash, accounts receivable and certain proprietary products in the
areas of web conferencing and collaboration and web-based PC support tools.
Subject to the execution of definitive agreements, this transaction is now
expected to be completed late in the Company's fourth quarter ending August 31,
2005. Audit issues relating to TAG caused the delays. TAG and its wholly-owned
subsidiary, Convey Systems, Inc. ("Convey"), and the Company have executed an
agreement whereby the Company is providing day-to-day management for Convey. the
Company has received the net proceeds from sales of Convey products since April
15, 2004, and will continue to do so through the closing. The purchase price of
these assets plus related expenses is expected to be up to approximately
2,000,000 shares of the Company's Common Stock. Mr. Bryant, President and Chief
Executive Officer of the Company, is the beneficial owner of approximately 49%
of the outstanding common stock of TAG. In such capacity, Mr. Bryant would
receive a significant number of shares of the Company's common stock in the
event that the TAG/Convey transaction is consummated. Mr. Bryant has agreed to
forego the receipt of any such shares and has no financial interest in the
consummation of the TAG/Convey transaction. Mr. Gordy, a former director, has
received 300,000 warrants to purchase shares of Common Stock of the Company at
$1.60 per share for providing services to the Company in connection with the
proposed transaction.
Ericson Publishing, Inc. (successor to Gibralter Publishing, Inc.) was one of
the Company's principal customers comprising approximately 15% of the Company's
revenues for the fiscal year ended August 31, 2004 but Ericson ceased being a
customer in July 2004. Ericson was owned by a former officer and director of the
Company. J&C Nationwide, Inc. and Cheapseats, Inc. are also related party
customers of the Company. Combined, these two companies represent 7.8% of the
Company's total revenues.
The Company leased office space to Gibralter Publishing, Inc. in its
Jacksonville facility throughout the year but the lease arrangement ceased in
August 2004.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEE LISTED HEREIN.
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company is asking the stockholders to ratify the appointment of RBSM as the
Company's independent public accountants for the fiscal year ending August 31,
2005. The affirmative vote of the holders of a majority of shares present or
represented by proxy and voting at the Meeting will be required to ratify the
appointment of RBSM.
In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the appointment is ratified,
our Board of Directors, in its discretion, may direct the appointment of a
different independent accounting firm at any time during the year if our Board
of Directors feels that such a change would be in the Company's and its
stockholders' best interests.
AUDIT FEES
Audit fees for the fiscal years 2003 and 2004 were $79,054 and $135,040
respectively.
TAX FEES
Tax fees for the fiscal years 2003 and 2004 were $7,525 and $0 respectively.
NO OTHER FEES
There are no other fees for services rendered by RBSM for the fiscal years 2003
and 2004.
RBSM plans to have a representative at the meeting.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP TO SERVE AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING AUGUST 31, 2005.
PROPOSAL NO. 3
APPROVAL AND RATIFICATION OF AN INCREASE IN THE NUMBER OF SHARES
OF COMMON STOCK AVAILABLE UNDER THE MARKET CENTRAL, INC.
2003 AMENDED AND RESTATED STOCK PLAN
At the Meeting, Stockholders will be asked to approve and ratify an
amendment to the Market Central, Inc. 2003 Amended and Restated Stock Plan (the
"Plan") to increase the number of shares available under such Plan from
3,000,000 to 10,000,000 (the "Amendment"). The Plan became effective originally
in 1996, and was amended previously in October 1997, July 2001, October 2003 and
December 2003. The Plan provides for the grant of stock options, including
incentive stock options, restricted stock and stock appreciation rights
(collectively, "stock rights"). The Board of Directors has adopted the
Amendment, subject to Stockholder approval.
WHY SHOULD YOU APPROVE THE AMENDMENT?
The Company believes that long term equity compensation in the form of
stock rights is critical in order to attract qualified personnel to the Company
and to retain and provide incentive to current personnel, particularly in light
of the increasingly competitive environment for talented personnel. If the
Amendment is not approved at the Meeting, the Company will be unable to grant
further stock rights in the near future.
WHAT ARE THE PURPOSES OF THE PLAN?
The purposes of the Plan are to facilitate the ownership of the
Company's stock by officers, other employees, directors and consultants of the
company, thereby aligning their interests with those of the Company
Stockholders, and to assist the company in attracting, motivating, and retaining
key personnel.
WHAT ARE THE MAIN FEATURES OF THE PLAN, AS AMENDED?
GRANT OF STOCK RIGHTS. Stock rights may be granted to key employees,
including executive officers of the Company, its subsidiaries and affiliates,
directors and consultants as determined by the Plan Committee, which Committee
consists of two members of the board of Directors (the "Plan Committee"). The
number of employees participating in the Plan will vary from year to year. The
shares to be granted with respect to stock rights under the Plan shall be shares
of Common Stock, which may consist, in whole or in part, of treasury stock or
authorized but unissued stock not reserved for any other purpose, and may not
exceed 10,000,000 shares of Common Stock. In the event of certain changes in the
Company's capital structure affecting the Common Stock, the Plan Committee may
make appropriate adjustments in the number and kinds of shares that may be
awarded and in the number and kinds of shares covered by options then
outstanding under the Plan, and, where applicable, exercise price of outstanding
options under the Plan. The Plan will be administered by the Plan Committee.
The Plan Committee may grant options to purchase shares of Common Stock
that are either "qualified," which includes those awards that satisfy the
requirements of Section 422 of the Internal Revenue Code for incentive stock
options, or "nonqualified," which includes those awards that are not intended to
satisfy the requirements of Section 422 of the Internal Revenue Code. Under the
terms of the Plan, the exercise price of the options will, unless the Plan
Committee determines otherwise in the case of nonqualified options, not be less
than such Common Stock's fair market value at the time of grant. The exercise
price of the options is payable in cash or its equivalent or by exchanging
shares of Common Stock owned by the participant, through an arrangement with a
broker approved by the Company where payment of the exercise price is
accomplished with the proceeds of the sale of Common Stock, or by a combination
of the foregoing.
EXERCISE OF OPTIONS. The options will generally have a term of five (5)
to ten (10) years, unless the Plan Committee specifies a shorter term, and will
become exercisable following the performance of a minimum period of service or
the satisfaction of performance goals, as determined by the Plan Committee. If
an option holder ceases employment with the Company as a result of the holder's
death, disability or retirement, the holder, or his or her beneficiary or legal
representative, may exercise any then exercisable option for a period of one
year, or a greater or lesser period as determined by the Plan Committee at
grant, but in no event after the date the option otherwise expires. If an option
holder's employment is terminated for any other reason, the holder may exercise
any then exercisable option for a period not exceeding 60 days as determined by
the Plan Committee, but in no event after the date the option otherwise expires;
provided that if the holder's employment is terminated for cause all of his or
her options will immediately terminate, regardless of whether then exercisable.
WHAT IS THE VALUE OF THE BENEFITS THAT DIRECTORS, EXECUTIVE OFFICERS AND
EMPLOYEES CAN OBTAIN UNDER THE PLAN?
The Company cannot currently determine the number of shares of Common
Stock subject to options that may be granted in the future to executive
officers, directors, employees and consultants under the Plan.
WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF AWARDS OF OPTIONS?
The Plan is not qualified under the provisions of section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and is not subject to
any of the provisions of the Employee Retirement Income Security Act of 1974, as
amended.
NONQUALIFIED STOCK OPTIONS. On exercise of a nonqualified stock option
granted under the Plan, an optionee will recognize ordinary income equal to the
excess, if any, of the fair market value on the date of exercise of the shares
of Common Stock acquired on exercise of the option over the exercise price. If
the optionee is one of our employees, that income will be subject to the
withholding of Federal income tax. The optionee's tax basis in those shares will
be equal to their fair market value on the date of exercise of the option, and
his holding period for those shares will begin on that date.
If an optionee pays for shares of Common Stock on exercise of an option
by delivering shares of our Common Stock, the optionee will not recognize gain
or loss on the shares delivered, even if their fair market value at the time of
exercise differs from the optionee's tax basis in them. The optionee, however,
otherwise will be taxed on the exercise of the option in the manner described
above as if he had paid the exercise price in cash. If a separate identifiable
stock certificate is issued for that number of shares equal to the number of
shares delivered on exercise of the option, the optionee's tax basis in the
shares represented by that certificate will be equal to his tax basis in the
shares delivered, and his holding period for those shares will include his
holding period for the shares delivered. The optionee's tax basis and holding
period for the additional shares received on exercise of the option will be the
same as if the optionee had exercised the option solely in exchange for cash.
The Company will be entitled to a deduction for Federal income tax
purposes equal to the amount of ordinary income taxable to the optionee,
provided that amount constitutes an ordinary and necessary business expense for
the Company and is reasonable in amount, and either the employee includes that
amount in income or the Company timely satisfies its reporting requirements with
respect to that amount.
INCENTIVE STOCK OPTIONS. The Plan provides for the grant of stock
options that qualify as "incentive stock options" as defined in section 422 of
the Code. Under the Code, an optionee generally is not subject to tax upon the
grant or exercise of an incentive stock option. In addition, if the optionee
holds a share received on exercise of an incentive stock option for at least two
years from the date the option was granted and at least one year from the date
the option was exercised (the "Required Holding Period"), the difference, if
any, between the amount realized on a sale or other taxable disposition of that
share and the holder's tax basis in that share will be long-term capital gain or
loss.
If, however, an optionee disposes of a share acquired on exercise of an
incentive stock option before the end of the Required Holding Period (a
"Disqualifying Disposition"), the optionee generally will recognize ordinary
income in the year of the Disqualifying Disposition equal to the excess, if any,
of the fair market value of the share on the date the incentive stock option was
exercised over the exercise price. If, however, the Disqualifying Disposition is
a sale or exchange on which a loss, if realized, would be recognized for Federal
income tax purposes, and if the sales proceeds are less than the fair market
value of the share on the date of exercise of the option, the amount of ordinary
income recognized by the optionee will not exceed the gain, if any, realized on
the sale. If the amount realized on a Disqualifying Disposition exceeds the fair
market value of the share on the date of exercise of the option, that excess
will be short-term or long-term capital gain, depending on whether the holding
period for the share exceeds one year.
An optionee who exercises an incentive stock option by delivering
shares of Common Stock acquired previously pursuant to the exercise of an
incentive stock option before the expiration of the Required Holding Period for
those shares is treated as making a Disqualifying Disposition of those shares.
This rule prevents "pyramiding" the exercise of an incentive stock option (that
is, exercising an incentive stock option for one share and using that share, and
others so acquired, to exercise successive incentive stock options) without the
imposition of current income tax.
For purposes of the alternative minimum tax, the amount by which the
fair market value of a share of Common Stock acquired on exercise of an
incentive stock option exceeds the exercise price of that option generally will
be an adjustment included in the optionee's alternative minimum taxable income
for the year in which the option is exercised. If, however, there is a
Disqualifying Disposition of the share in the year in which the option is
exercised, there will be no adjustment with respect to that share. If there is a
Disqualifying Disposition in a later year, no income with respect to the
Disqualifying Disposition is included in the optionee's alternative minimum
taxable income for that year. In computing alternative minimum taxable income,
the tax basis of a share acquired on exercise of an incentive stock option is
increased by the amount of the adjustment taken into account with respect to
that share for alternative minimum tax purposes in the year the option is
exercised.
The Company is not allowed an income tax deduction with respect to the
grant or exercise of an incentive stock option or the disposition of a share
acquired on exercise of an incentive stock option after the Required Holding
Period. However, if there is a Disqualifying Disposition of a share, we are
allowed a deduction in an amount equal to the ordinary income includible in
income by the optionee, provided that amount constitutes an ordinary and
necessary business expense for the Company and is reasonable in amount, and
either the optionee includes that amount in income or the Company timely
satisfies its reporting requirements with respect to that amount.
SECTION 162 LIMITATIONS. The Omnibus Budget Reconciliation Act of 1993
added Section 162(m) to the Code, which generally disallows a public company's
tax deduction for compensation to covered employees in excess of $1 million in
any tax year beginning on or after January 1, 1994. Compensation that qualifies
as "performance-based compensation" is excluded from the $1 million
deductibility cap, and therefore remains fully deductible by the Company to the
extent that the Company pays it. The Company intends that options granted to
employees whom the Plan Committee expects to be covered employees at the time a
deduction arises in connection with such options, will qualify as such
"performance-based compensation," so that such options will not be subject to
the Section 162(m) deductibility cap of $1 million. Future changes in Section
162(m) or the regulations thereunder may adversely affect the Company's ability
to ensure that options under the Plan will qualify as "performance-based
compensation" that is fully deductible by the Company under Section 162(m).
IMPORTANCE OF CONSULTING TAX ADVISER. The information set forth above
is a summary only and does not purport to be complete. In addition, the
information is based upon current Federal income tax rules and therefore is
subject to change when those rules change. Moreover, because the tax
consequences to any optionee may depend on his particular situation, each
optionee should consult his tax adviser as to the Federal, state, local and
other tax consequences of the grant or exercise of an option or the disposition
of Common Stock acquired on exercise of an option.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL AND
RATIFICATION OF THE AMENDMENT TO THE MARKET CENTRAL, INC. 2003 AMENDED AND
RESTATED STOCK PLAN TO INCREASE THE NUMBER OF AVAILABLE SHARES FROM 3,000,000
SHARES TO 10,000,000 SHARES OF COMMON STOCK.
PROPOSAL NO. 4
CHANGE OF THE COMPANY'S NAME FROM MARKET CENTRAL, INC. TO SCIENTIGO, INC. AND TO
APPROVE THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO EFFECT
THE NAME CHANGE
Why should the stockholders approve the change of name of the company?
The Company's business focus is no longer on its call center operations. Rather,
it is on the development and monitazation of its intellectual property. Further,
the Company has been threatened with litigation over the use of the name "Market
Central." Rather than utilize Company funds to defend against such litigation,
and as a result of the change in its business focus, management believes that a
name change to Scientigo, Inc. is appropriate.
What are the procedures for the change of the name of the company?
The Company's Board of Directors approved the name change unanimously on
August 10, 2005. Immediately following the approval of the name change by the
Company's Stockholders, counsel for the Company will file the Amendment to the
Company's Certificate of Incorporation. Thereafter, the Company will apply for
the change of its trading symbol from MKTE.OB to another symbol assigned by the
OTCBB.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE CHANGE OF THE COMPANY'S NAME
TO SCIENTIGO, INC.
STOCKHOLDER PROPOSALS FOR 2006 MEETING
In accordance with Rule 14(a)-8 of the Act, stockholder proposals intended to be
presented at the 2006 Meeting of Stockholders must be received by the Company at
its offices at 6701 Carmel Road, Charlotte, NC, 28226, Attn: Secretary, not
later than December 1, 2005, and satisfy the conditions established by the
Securities and Exchange Commission for stockholder proposals to be included in
the Company's proxy statement for that meeting. The Company currently believes
that the 2006 Meeting of Stockholders will be held during February 2006.
COMMUNICATING WITH THE BOARD
The Company's security holders and other interested parties may communicate with
the Board, the non-management or independent directors as a group, or individual
directors by writing to them in care of Clifford Clark, Chief Financial Officer,
6701 Carmel Road, Suite 205, Charlotte, NC 28226. Correspondence will be
forwarded as directed by the writer. The Company may first review, sort, and
summarize such communications, and screen out solicitations for goods or
services and similar inappropriate communications unrelated to the Company or
its business. All concerns related to audit or accounting matters will be
referred to the Audit Committee.
OTHER MATTERS
Management of the Company knows of no other matters to be presented for
stockholder action at the Meeting. However, if other matters do properly come
before the Meeting or any adjournments or postponements thereof, management
intends that the persons named in the proxies will vote upon such matters in
accordance with their best judgment.
THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED TO STOCKHOLDERS UPON REQUEST WITHOUT
CHARGE. REQUESTS FOR FORM 10-KSB REPORTS SHOULD BE SENT TO CLIFFORD A. CLARK,
CHIEF FINANCIAL OFFICER, MARKET CENTRAL, INC., 6701 CARMEL ROAD, SUITE 205,
CHARLOTTE, NC 28226.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Clifford A. Clark
Secretary
Charlotte, NC
August 23, 2005
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE MEETING. IF YOU DECIDE TO
ATTEND THE MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY DO SO
AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE MEETING.
ANNUAL MEETING OF STOCKHOLDERS OF
MARKET CENTRAL, INC.
SEPTEMBER 12, 2005
Please date, sign and mail your proxy card in the envelope provided as soon
possible
(arrow down) (arrow down)
Please detach along perforated line and mail in the envelope provided.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSALS 2, 3 AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE |_|
1. Election of Directors
|_| FOR NOMINEE
To elect Mr. YARBROUGH to the Board of Directors
|_| WITHHOLD AUTHORITY FOR NOMINEE
|_| FOR ALL EXCEPT
(See instructions below)
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and write the nominee No.(`s) or name(s) below:
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|_| FOR |_| AGAINST |_| ABSTAIN
2. To ratify the appointment of Russell Bedford Stefanou Mirchandani LLP
as Market Central's independent public accountants for the fiscal year
ending August 31, 2005.
|_| FOR |_| AGAINST |_| ABSTAIN
3. To amend and ratify an increase in the number of shares of Common Stock
available in the Market Central, Inc. 2003 Amended and Restated Stock
Plan by 7,000,000 to 10,000,000 additional shares.
|_| FOR |_| AGAINST |_| ABSTAIN
4. To approve and ratify the immediate change in the company name from
Market Central, Inc. to Scientigo, Inc. and to approve the amendment to
the Company's Certificate of Incorporation to effect the name change.
|_| FOR |_| AGAINST |_| ABSTAIN
5. To act upon any and all matters incident to the foregoing, and such
other business as may legally come before the meeting and any
adjournments or postponements thereof.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt of the accompanying Notice of Meeting of
Stockholders and Proxy Statement.
Signature of Stockholder: _________________________________
Signature of Stockholder: _________________________________
Date: _________________________
NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via this
method. |_|
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MARKET CENTRAL, INC.
6701 CARMEL ROAD
SUITE 205
CHARLOTTE, NC 28226
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF MARKET CENTRAL, INC.
FOR THE MEETING OF STOCKHOLDERS TO BE HELD SEPTEMBER 12, 2005
The undersigned holder of Common Stock of Market Central, Inc. ("Market
Central") hereby appoints Clifford A. Clark and Doyal G. Bryant, or either of
them, proxies for the undersigned, each with full power of substitution, to
represent and to vote as specified in this Proxy all Common Stock of Market
Central that the undersigned stockholder would be entitled to vote if personally
present at the Meeting of Stockholders (the "Meeting") to be held on September
8, 2005, at 1:00 pm, Eastern Time, at Ballantyne Resort, Johnston Road,
Charlotte, NC, and at any adjournments or postponements of the Meeting. The
undersigned stockholder hereby revokes any proxy or proxies heretofore executed
for such matters.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2, 3 AND 4 AND IN THE DISCRETION OF THE PROXIES AS TO
ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. The undersigned
stockholder may revoke this proxy at any time before it is voted by delivering
to the Corporate Secretary of Market Central either a written revocation of the
proxy or a duly executed proxy bearing a later date, or by appearing at the
Meeting and voting in person.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)