SOURCE: Markland Technologies, Inc.

March 16, 2007 17:47 ET

Markland Technologies Provides Further Update on Dividend of Technest Holdings Common Stock

Technest Dividend Registration Statement Submitted to SEC

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

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