SOURCE: Markland Technologies, Inc.

March 05, 2007 17:07 ET

Markland Technologies Provides Update on Dividend of Technest Holdings Common Stock

Revised Dividend Registration Statement to Be Submitted to SEC

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

"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.

Contact Information

  • Contact:
    Investor Relations
    Consulting For Strategic Growth 1 Ltd.
    Stanley Wunderlich
    Tel: 800-625-2236
    Fax: 212-337-8089