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