SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 7, 2004
MARKLAND TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
FLORIDA 000-28863 84-1331134
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER)
#207 54 DANBURY ROAD, RIDGEFIELD, CT 06877
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(203) 894-9700
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below).
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This report on Form 8-K contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. We intend the forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements in these
sections. All statements regarding our expected financial position, business and
financing plans are forward-looking statements. These statements can sometimes
be identified by our use of forward-looking words such as "may," "will,"
"should," "expect," "anticipate," "project," "designed," "estimate," "plan" and
"continue." Although we believe that our expectations in such forward-looking
statements are reasonable, we cannot promise that our expectations will turn out
to be correct. These forward-looking statements generally relate to plans and
objectives for future operations and are based upon reasonable estimates and
assumptions regarding future results or trends. These forward-looking statements
are subject to certain risks, uncertainties and assumptions relating to Markland
Technologies, Inc. ("Markland", the "Company", "we" or "our"). Factors that
could cause actual results to differ materially from Markland expectations
include the uncertainty regarding Markland's ability to repay existing
indebtedness, the timing and terms of agreements being negotiated with certain
executives, possible inability of Markland to continue in business and other
risks detailed from time to time in Markland's SEC reports. No assurance can be
given that investors of Markland will retain any level of value. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, the Company's future performance and actual results
of operations may vary significantly from those anticipated, projected,
believed, expected, intended or implied. The Company undertakes no obligation to
update any of the forward-looking statements, which speak only as of the date
they were made.
ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On December 7, 2004, we appointed Gino Pereira as our Chief Financial
Officer. As part of that transaction Mr. Ken Ducey, Jr., resigned as the Chief
Financial Officer of Markland Technologies, Inc., in order to concentrate on his
duties as President of Markland Technologies, Inc. This action was not a result
of a disagreement on any matter relating to our operations, policies or
practices. Mr. Ducey will continue to serve as the President of Markland
Technologies, Inc., and as a member of the Board of Directors.
Since August of 2004, Mr. Pereira had been acting as a paid consultant
to us in matters involving finances. As of November 18, 2004, Mr. Pereira had
received $62,497 for his consulting services.
Mr. Pereira currently serves on the board of directors of Teletrak
Environmental Systems. From 1991 through 2000, Mr. Pereira was employed by CDC
Technologies, Inc., located in Oxford, Connecticut. From 1991 through 1998, Mr.
Pereira was CDC Technologies' Executive Vice-President and Chief Financial
Officer. In 1999, Mr. Pereira assumed the role of Chief Operating Officer of CDC
Technologies. Mr. Pereira remained in that role through 2000. In January 2001,
Mr. Pereira assumed the position of Chief Operating Officer of CDC Acquistion
Corporation, a subsidiary company of Drew Scientific Group plc. Mr. Pereira
remained in that position until November 2001, when he became a principal at
Interim Management Solutions in Oxford, Connecticut, a position he still holds.
During his tenure at Interim Management Solutions, Mr. Pereira has acted as an
interim or part-time Chief Financial Officer or Chief Operations Officer for
numerous small and emerging companies. In January 2003, Mr. Pereira also became
a Managing Director of Kiwi Securities, Inc., an independently owned investment
banking firm.
On December 7, 2004, we appointed Dr. Joseph P. Mackin as our chief
operating officer. Dr. Mackin is a member of our Board of Directors as well as
that of our wholly owned subsidiary, EOIR Technologies, Inc., (EOIR). He has
been employed by EOIR since 2000, and is currently serving as EOIR's president.
Dr. Mackin is responsible for strategic technology development and Homeland
Security initiatives as well as a key participant in corporate day-to-day
operations at EOIR. He has served on numerous government panels and committees,
and was most recently appointed as the Lead Sensor Scientist on the prestigious
National Academy of Science study called "ARMY S&T FOR HOMELAND DEFENSE"
published in June 2003. Prior to joining EOIR, Dr. Mackin was an Assistant
Sensor Systems Group Leader at MIT Lincoln Laboratories where, among other
things, he served as the system integration lead for the Smart Sensor Web
program. Dr. Mackin holds a PhD in Physics from the Massachusetts Institute of
Technology and a BS in Engineering from the United States Military Academy at
West Point. He is retired as an officer in the United States Army.
Dr. Mackin was a selling shareholder of EOIR when we purchased it on
June 30, 2004. As part of that transaction, Dr. Mackin received $97,712.15 in
cash and a promissory note for $662,288.00.
We are currently negotiating an amendment to Mr. Ducey's employment
agreement to account for the change in his responsibilities. Additionally we are
currently negotiating the terms of employment agreements with Mr. Pereira and
Dr. Mackin.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MARKLAND TECHNOLOGIES, INC.
By: /s/ Robert Tarini
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Robert Tarini
Chief Executive Officer
Date: December 10, 2004