Markland may sell its 82% stake<br> in Technest Holdings

WARWICK – Markland Technologies Inc., working to transform laboratory technology into real-world products, yesterday said it is “exploring strategic alternatives to maximize shareholder value,” including the possible sale of its 82-percent stake in Technest Holdings Inc., and has retained investment banking firm Rodman & Renshaw LLC as its financial advisor.

The company said it is considering a wide range of options, which may include the sale of some or all of its Technest Holdings Inc. common stock, and has authorized Rodman & Renshaw to contact prospective purchasers. No further public comment is expected unless and until Markland’s board of directors has completed its analysis and, if appropriate, approved a transaction.

Markland also announced that, as of yesterday, has issued “substantially all” of its 500 million shares of authorized common stock; no additional such shares may be issued without shareholder approval.

With respect to its planned dividend of shares of Technest common stock, the Company issued the following update:

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“The [U.S. Securities and Exchange Commission] is still in the process of reviewing a previous unrelated Technest registration statement. Financial statements for Technest for the fiscal year ended June 30 and for the quarter ended Sept.30 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) 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-percent 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 Feb. 14.”

Warwick-based Markland Technologies Inc. (Pinksheets: MRKL) works to identify developing technologies in laboratories, universities and in private industry, and transform them into next-generation products for defense, homeland security and law enforcement. It is a member of the board of the Homeland Security Industries Association. For more information, visit www.marklandtech.com.