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Markland Technologies Provides Further Update on Dividend of Technest Holdings Common Stock
Technest Dividend Registration Statement Submitted to SEC
| Source: Markland Technologies, Inc.
WARWICK, RI -- (MARKET WIRE) -- March 16, 2007 -- Markland Technologies, Inc. (PINKSHEETS : MRKL ),
a company transforming advanced laboratory technology into real-world
products, has issued the following update on its planned dividend of shares
of Technest Holdings Inc. common stock:
Technest Holdings Inc. has now submitted the dividend registration
statement to the SEC for review.
On August 16, 2005, the Markland board of directors approved the
distribution of $10 million of Markland's shares of Technest common stock,
up to a maximum of 2.5 million shares, to holders of Markland common stock.
To effect the distribution, the Markland board declared a special dividend
on Markland common stock for the holders of record as of May 1, 2006. On
March 8, 2007, in order to ensure that the previously declared dividend is
paid with respect to all 500 million outstanding shares of Markland common
stock, the Markland board amended the record date for the distribution from
May 1, 2006 to the effective date of the registration statement. As a
result, using the previously established distribution ratio, the actual
number of shares that may be issued in the dividend was increased from
2,500,000 shares to 2,577,320 shares.
The distribution ratio for the special dividend is .00515464 of a share of
Technest common stock for each share of Markland common stock.
Accordingly, for every 194 shares of Markland common stock outstanding at
the close of business on the record date, one share of Technest common
stock will be issued. The aggregate number of shares of Technest common
stock that may be issued in the distribution (2,577,320) was calculated by
multiplying the number of shares of Markland common stock outstanding of
500 million shares by the distribution ratio. There will be no fractional
shares of Technest common stock issued and all share amounts to be
distributed will be rounded down to the nearest whole share. Holders of
fewer than 194 shares of Markland common stock will receive no shares of
Technest common stock. The dividend will be paid within seven business
days of the effective date of the registration statement.
Once the Securities and Exchange Commission declares the registration
statement effective and a payout date is determined, 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 that are traded after the
record date but before the ex-dividend date will be 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.
The number of Technest shares to be distributed in the Markland special
dividend will represent approximately 15.3 percent of Technest outstanding
common stock immediately prior to the distribution. Immediately after the
distribution, Technest will have 16,878,979 shares of common stock
outstanding. The special dividend of shares of Technest common stock by
Markland will not affect the number of outstanding shares of Technest
common stock or any rights of Technest stockholders. Upon completion of
the special dividend, it is expected that Markland will own approximately
10,876,703 shares of Technest common stock, representing approximately 64.4
percent of the outstanding shares of Technest common stock (prior to giving
effect to the required issuance to the former holders of Series D Preferred
Stock, as discussed below).
In April 2006, Markland entered into an agreement with the then holders of
its Series D Preferred Stock pursuant to which Markland agreed to issue the
holders of the Series D Preferred Stock the number of shares of Technest
common stock equal to the number thereof that would have been issued to
such holders had all of the holders' shares of Series D Preferred Stock
been converted into Markland common stock immediately preceding the then
record date of May 1, 2006. Pursuant to this agreement, Markland is
required to issue its former holders of Series D Preferred Stock 288,633
shares of Technest common stock. Upon completion of the dividend and this
issuance to the former Series D holders, Markland will own approximately
10,588,070 shares of Technest common stock, representing approximately 62.7
percent of the outstanding shares of Technest common stock.
Update on financial statements
Markland is also working diligently to update its financial statements.
After such time that the updated financial statements are filed with the
SEC, the Company will be in a position set a date for an Annual Meeting of
Stockholders and prepare a corresponding proxy statement.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such state or jurisdiction. The distribution will be made only by
means of the written prospectus forming part of the effective registration
statement.
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. 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 related to the issuance of Technest dividend
shares, 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
timing of the effectiveness of the registration statement covering the
issuance of the Technest dividend shares. 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