SOURCE: Markland Technologies, Inc.

December 04, 2006 16:13 ET

Markland Technologies, Inc. Exploring Strategic Alternatives

WARWICK, RI -- (MARKET WIRE) -- December 4, 2006 -- Markland Technologies, Inc. (PINKSHEETS: MRKL), a company transforming advanced laboratory technology into real-world products, announced today that it is currently engaged in the process of exploring various strategic alternatives to maximize shareholder value. The Company has retained investment banking firm Rodman & Renshaw, LLC as its financial advisor to assist in this process.

The Company is considering a wide range of options, which may include a possible sale of some or all of its Technest Holdings Inc. common stock. The Company has authorized Rodman & Renshaw to contact and provide information to prospective strategic and financial purchasers. No assurance can be given that any transaction will be pursued or that if a transaction is pursued that it will be consummated. The Company does not expect to make any further public comment on this issue unless and until the Board of Directors has completed the analysis of strategic alternatives and if appropriate, approved a definitive transaction.

Additionally the Company announced that as of today it has issued substantially all of its 500,000,000 shares of authorized common stock. No additional shares of common stock may be issued without shareholder approval of an increase in authorized common stock.

With respect to its planned dividend of shares of Technest common stock, the Company issued the following update:

The SEC is still in the process of reviewing a previous unrelated Technest registration statement. Financial statements for Technest for the fiscal year ended June 30, 2006 and for the quarter ended September 30, 2006 have been filed. An amendment to this unrelated Technest registration statement will be filed shortly, with the goal of clearing all SEC comments as soon as possible. Once that registration statement is declared effective, an amended (or new) registration statement covering the issuance of the Technest dividend shares, which includes these financial statements, will be filed with the SEC. The SEC then has the right to comment further on the dividend registration statement. Once all SEC comments have been cleared, the dividend registration statement can be declared effective and the distribution can occur. As previously announced, once the Technest dividend shares are registered with the SEC and a payout date is determined (which is expected to be approximately two business days after the effective date of the registration statement), the NASD will establish the ex-dividend date. The ex-dividend date is the date on or after which a security is traded without the right to receive a specific dividend or distribution. According to the NASD, the ex-dividend date in this case will most likely be the day after the payout date. Because the NASD has not yet declared an ex-dividend date, any shares of Markland common stock outstanding on the record date (May 1, 2006) that are (or have been) traded after the record date but before the ex-dividend date are (or have been) traded with the right to receive the Technest dividend shares. Shares of Markland common stock traded on or after the ex-dividend date shall be traded without the right to receive any Technest dividend shares.

With respect to the previously announced restatement of Markland financial statements, once Technest (being an 82% owned subsidiary of Markland) has cleared its comments by the SEC on its registration statements, Markland will be in a position to amend its own financial statements requiring restatement. In the meantime the Company has been assessing the appropriate accounting treatment of convertible preferred stock, convertible debt and warrants as described on a previous Form 8-K, filed on February 14, 2006.

About Markland Technologies

Markland Technologies, Inc. is engaged in the identification of advanced technologies currently under development in laboratories, universities and in private industry, and in the transformation of those technologies into next-generation products. Markland's solutions support military, law enforcement and homeland security personnel to protect the nation's citizens, borders and critical infrastructure assets from the threat of terrorism and other dangers. Through strategic development, Markland focuses on the creation of dual-use technology and products with applications in both the defense market and civilian homeland security and law enforcement fields. The Company is a Board Member of the Homeland Security Industries Association. For more information about the company and its products, please visit the Markland home page at http://www.marklandtech.com.

"Forward-Looking Statements"

Investors are cautioned that certain statements contained in this press release, including those relating to the Company's exploration of various strategic alternatives, the issuance of the Technest dividend shares and the filing of restated and other financial statements, as well as some statements in periodic press releases and some oral statements of Markland Technologies officers and directors during presentations about Markland Technologies, are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by management, are also forward-looking statements as defined by the Act. Some of the factors that could significantly impact the forward-looking statements in this press release include, but are not limited to, the Company's ability to successfully implement a strategic transaction, whether any strategic alternatives will result in enhances shareholder value, whether the engagement of Rodman & Renshaw will result in a strategic transaction for the Company, the timing of the effectiveness of the registration statement covering the issuance of the Technest dividend shares, the timing of the Company's determination of the appropriate accounting treatment for certain of its derivative securities and its ability to restate and file its financial statements, as well as file subsequent financial statements, in a timely manner. Forward-looking statements are based upon current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about Markland Technologies, its products, economic and market factors and the industries in which Markland Technologies does business, among other things. These statements are not guarantees of future performance and Markland Technologies has no specific intention to update these statements. More detailed information about those factors is contained in Markland Technologies' filings with the Securities and Exchange Commission. http://www.sec.gov.

Contact Information

  • Contact:

    Investor Relations
    Consulting For Strategic Growth 1 Ltd.
    Stanley Wunderlich
    CEO
    Tel: 800-625-2236
    Fax: 212-337-8089
    Email: info@cfsg1.com