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Markland Technologies Provides Update on Dividend of Technest Holdings Common Stock
Revised Dividend Registration Statement to Be Submitted to SEC
| Source: Markland Technologies, Inc.
WARWICK, RI -- (MARKET WIRE) -- March 5, 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:
On May 1, 2006, the record date for the dividend distribution, there were
485,944,539 shares of Markland common stock outstanding (determined on an
as-converted basis, taking into consideration the conversion of all
Markland Series D Preferred Stock outstanding on such date, which by its
terms was entitled to participate in such distribution). The planned
dividend payout ratio is one (1) share of Technest common stock for every
194 shares of Markland common stock outstanding at the close of business on
the record date. No fractional shares will be paid out and holders with
fewer than 194 shares will receive no dividend stock. Of the 2,500,000
Technest shares to be issued as part of the dividend distribution,
approximately 325,743 shares will be reserved for holders of Markland
Series D Preferred Stock outstanding on the record date. As of December 4,
2006, Markland had issued and outstanding all of its authorized common
stock of 500 million shares. No more common stock can be issued without a
shareholder vote approving an increase in authorized common stock. As of
December 4, 2006, the balance of Series D Preferred Stock was cancelled and
there are no more shares of Series D Preferred Stock outstanding. As of
December 4, 2006, there were no longer any shares of preferred stock
outstanding that are convertible into an indeterminate amount of common
stock.
As previously announced, the issuance of the Technest dividend shares must
be registered with the Securities and Exchange Commission. A registration
statement covering the issuance of the Technest dividend shares was
originally filed by Technest with the SEC on June 29, 2006. Since then the
SEC has been reviewing Technest on another unrelated registration
statement. That review has just recently been successfully completed.
Technest is currently working diligently to revise the dividend
registration statement to incorporate all comments provided by the SEC with
respect to the other registration statement and to include updated
financial information and we believe that the revised registration
statement for the dividend will be submitted to the SEC within the next
week. The SEC then has the right to comment further on the dividend
registration statement. Once all SEC comments have been cleared, the
registration statement can be declared effective and the dividend
distribution can occur.
Furthermore, 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.
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.