Market Central extends rescission offer on 6.4% convertible notes

By Sheri Kasprzak

New York, Nov. 10 - Market Central, Inc. said it is offering to repurchase all of its outstanding 2005 6.4% senior convertible notes, warrants and shares issued upon the exercised of the warrants or the conversion of notes.

The offer is extended to $6,383,950 in principal of the company's Scientigo, Inc. notes, 4,790,957 shares issuable upon conversion of the notes, warrants for 3,164,788 shares, 3,164,788 shares issuable upon exercise of the warrants and 339,804 shares.

The company has also extended an exchange offer on the same securities. However, those who participate in the rescission offer may not participate in the exchange offer.

The rescission offer is being made to investors who are residents of Alabama, California, Colorado, Georgia, Kansas, Maryland, Mississippi, New Jersey, North Carolina, Ohio, South Carolina, Utah and Virginia because the original notes and warrants may not have been exempt under the Securities Act of 1933 and the securities laws in those states.

Under the terms of the exchange offer, the holders of the notes may exchange their notes for new A 8% notes and B 8% notes, as well as A and B warrants.

For every $1.00 in principal of existing 6.4% notes, the investors will receive $0.80 in A notes and $0.80 in B notes.

The 6.4% notes had been convertible at $1.3325. The new A and B notes are convertible at $0.96 each.

For every warrant held by the investors, an A warrant for 1.17648 shares will be issued in exchange and one A warrant will be issued.

The A warrants will be exercisable at $0.85 each through the duration of the exchange offer and the B warrants will be exercisable at $1.00 each through May 31, 2010.

Based in Charlotte, N.C., Market Central makes software used to capture and retrieve data.

The company's stock gained $0.05 to end at $1.42 Thursday.

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