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 28, 2004
MARKLAND TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
FLORIDA 84-1331134
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(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification Number)
000-28863
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(Commission
File Number)
#207 54 DANBURY ROAD, RIDGEFIELD, CT 06877
(Address of Principal Executive Offices) (Zip Code)
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(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 publicity and marketing
activities, 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 the fact that we do not control the performance of third parties with
whom we have contracts, Markland's possible ability to repay existing
indebtedness, 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 MATERIAL DEFINITIVE AGREEMENT
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
Amendment to Warrants Issued to DKR Soundshore Oasis Holding Fund Ltd. and DKR
Soundshore Strategic Holding Fund Ltd.
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On December 28, 2004, we entered into agreements (the "DKR AMENDMENTS")
with DKR Soundshore Oasis Holding Fund Ltd. and DKR Soundshore Strategic Holding
Fund Ltd. (collectively "DKR") to amend terms of warrants issued to DKR on
September 21, 2004 (the "DKR WARRANTS"), for the purchase of up to 5,200,000
shares of our common stock, $0.0001 par value per share (the "COMMON STOCK")
issued in connection with our September 21, 2004, private placement.
Specifically, subject to the terms and conditions contained in the DKR
Amendment, the parties have agreed:
o To amend the DKR Warrants so that DKR may exercise all or any
portion of the Warrants for an exercise price of $0.60 per
share of the Common Stock, from December 28, 2004 until
February 28, 2005 (the "DKR EXERCISE PERIOD"). At the end of
the DKR Exercise Period, the amendment shall expire and the
exercise terms of the DKR Warrants existing prior to December
28, 2004, shall be effective.
o That DKR shall exercise a minimum of $600,000 in exercise
price of the DKR Warrants, as amended, on or before the close
of business, New York City time, on December 31, 2004.
o That the number of shares of Common Stock subject to the DKR
Warrants shall not be adjusted as a result of the temporary
reduction in exercise price.
o That at the end of the DKR Exercise Period, we will issue to
DKR warrants to purchase a number of shares of Common Stock
equal to the number of shares purchased by DKR during the DKR
Exercise Period at an exercise price of $1.50 per share (the
"NEW DKR WARRANTS").
The DKR Amendments and the form of the New DKR Warrants are filed
herewith as Exhibits 99.1, 99.2 and 99.3 and are incorporated herein by
reference.
Relationship with DKR
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As previously reported in our Current report on Form 8-K filed on
September 23, 2004, on September 21, 2004, we issued Notes and warrants to DKR
in a private placement made in reliance on Section 4(2) of Securities Act of
1933. DKR holds our Common Stock and are "accredited investors" within the
meaning of Regulation D. The shares underlying these Notes and warrants issued
on September 21, 2004 have been registered with the SEC in a registration
statement on Form SB-2 that was declared effective on December 2, 2004 (File No.
333-120390).
A DESCRIPTION OF THE SEPTEMBER 21, 2004, PRIVATE PLACEMENT IS INCLUDED IN OUR
CURRENT REPORT ON FORM 8-K FILED ON SEPTEMBER 23, 2004 (FILE NO. 000-28863). THE
PURCHASE AGREEMENT AND THE FORMS OF NOTE AND WARRANT EXECUTED IN CONNECTION WITH
THAT PRIVATE PLACEMENT WERE FILED AS EXHIBITS THERETO. A DESCRIPTION OF OUR
AGREEMENT TO REGISTER 4,400,000 SHARES OF COMMON STOCK UNDERLYING THE WARRANTS
ISSUED ON DECEMBER 7, 2004 IS INCLUDED IN OUR CURRENT REPORT ON FORM 8-K FILED
ON DECEMBER 9, 2004 (FILE NO. 000-28863). THESE FILINGS ARE PUBLIC DOCUMENTS
AVAILABLE ON THE SEC'S WEB SITE AT WWW.SEC.GOV. WE URGE YOU TO OBTAIN AND READ
CAREFULLY COPIES OF THESE DOCUMENTS AND THIS CURRENT REPORT AND ITS EXHIBITS.
Amendment to Warrants Issued to Greenfield Capital Partners LLC
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On December 29, 2004, we entered into an agreement (the "GREENFIELD
AMENDMENT") with Greenfield Capital Partners LLC ("GREENFIELD") to amend the
terms of a warrant issued to Greenfield on September 22, 2004 (the "GREENFIELD
WARRANT") for the purchase of up to 750,000 shares of Common Stock as
compensation for consulting services performed by Greenfield in connection with
our September 21, 2004, private placement. Specifically, subject to the terms
and conditions contained in the Greenfield Amendment, the parties have agreed:
o To amend the Greenfield Warrants so that Greenfield may
exercise all or any portion of the Greenfield Warrant for an
exercise price of $0.60 per share of Common Stock, from
December 29, 2004 until January 31, 2005 (the "GREENFIELD
EXERCISE PERIOD").
o That Greenfield shall exercise a minimum of 400,000 of the
Greenfield Warrant, as amended, on or before the close of
business, New York City time, on December 31, 2004, and
350,000 of the Greenfield Warrants, as amended, on or before
the close of business, New York City time, on January 31, 2004
o That the number of shares of Common Stock subject to the
Greenfield Warrant shall not be adjusted as a result of the
temporary reduction in exercise price.
o That section 2(b) of the Greenfield Warrant shall be amended
so as to prohibit the exercise of the Greenfield Warrants to
the extent that such issuance would result in Greenfield
beneficially owning more than 9.99% of the outstanding shares
of Common Stock.
The Greenfield Amendment is filed herewith as Exhibit 99.4 and is
incorporated herein by reference.
Relationship with Greenfield
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On September 22, 2004, we issued warrants, substantially the same in
form as the DKR Warrants, to Greenfield as compensation for consulting services
performed by Greenfield in connection with the our September 21, 2004, private
placement. This issuance was made in reliance on Section 4(2) of Securities Act
of 1933. Greenfield holds our Common Stock and is an "accredited investor"
within the meaning of Regulation D. The shares underlying the warrants issued on
September 22, 2004, have been registered with the SEC in a registration
statement on Form SB-2 that was declared effective on December 2, 2004 (File No.
333-120390).
As previously reported in our registration statement on Form SB-2 filed
on November 10, 2004, on November 9, 2004, we issued warrants to Greenfield as
compensation for consulting services performed by Greenfield in connection with
the our November 9, 2004, private placement. This issuance was made in reliance
on Section 4(2) of Securities Act of 1933.
Amendment to Warrants issued to Southridge Partners LP
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On December 29, 2004, we entered into an agreement (the "SOUTHRIDGE
AMENDMENT") with Southridge Partners LP ("SOUTHRIDGE") to amend the terms of a
warrant issued to Southridge on November 9, 2004 (the "SOUTHRIDGE WARRANT") for
the purchase of up to 568,750 shares of Common Stock in connection with our
November 9, 2004, private placement. Specifically, subject to the terms and
conditions contained in the Southridge Amendment, the parties have agreed:
o To amend the Southridge Warrant so that Southridge may
exercise all or any portion of the Southridge Warrant for an
exercise price of $0.60 per share of Common Stock, from
December 29, 2004 until December 31, 2004 (the "SOUTHRIDGE
EXERCISE PERIOD").
o That Southridge shall exercise all of the of the Southridge
Warrant, as amended, on or before the close of business, New
York City time, on December 31, 2004.
o That the number of shares of Common Stock subject to the
Southridge Warrant shall not be adjusted as a result of the
temporary reduction in exercise price.
o That section 11(a) of the Southridge Warrant shall be deleted
in its entirety so as to eliminate restrictions on the ability
of Southridge to exercise the Southridge Warrants based on the
number of shares of Common Stock beneficially owned by
Southridge.
The Southridge Amendment is filed herewith as Exhibit 99.5 and is
incorporated herein by reference.
Relationship with Southridge
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As previously reported in our registration statement on Form SB-2 filed
on November 10, 2004, on November 9, 2004 we issued Notes and warrants to
Southridge in a private placement made in reliance on Section 4(2) of Securities
Act of 1933. Southridge holds our Common Stock and is an "accredited investors"
within the meaning of Regulation D. The shares underlying these Notes and
warrants issued on November 9, 2004 have been registered with the SEC in a
registration statement on Form SB-2 that was declared effective on December 2,
2004 (File No. 333-120390).
A DESCRIPTION OF THE NOVEMBER 9, 2004, PRIVATE PLACEMENT IS INCLUDED IN OUR
REGISTRATION STATEMENT ON FORM SB-2 FILED ON NOVEMBER 10, 2004 (FILE NO.
333-120390). THE PURCHASE AGREEMENT AND THE FORMS OF NOTE AND WARRANT EXECUTED
IN CONNECTION WITH THAT PRIVATE PLACEMENT ARE SUBSTANTIALLY THE SAME AS THOSE
ISSUED IN OUR SEPTEMBER 21, 2004, PRIVATE PLACEMENT AND FILED AS EXHIBITS WITH
THE COMPANY'S CURRENT REPORT OF FORM 8-K FILED ON SEPTEMBER 23, 2004 (FILE NO.
000-28863). THESE FILINGS ARE PUBLIC DOCUMENTS AVAILABLE ON THE SEC'S WEB SITE
AT WWW.SEC.GOV. WE URGE YOU TO OBTAIN AND READ CAREFULLY COPIES OF THESE
DOCUMENTS AND THIS CURRENT REPORT AND ITS EXHIBITS.
ITEM 7.01 REGULATION FD DISCLOSURE
We have identified a potential acquisition candidate, and we are
currently negotiating the terms of that potential acquisition. This acquisition
candidate is a privately held company with expertise in imaging and surveillance
whose primary customer is the U.S. Department of Defense. No assurances can be
given that this acquisition will be completed, however, if it is completed it
may be deemed to be the acquisition of a significant subsidiary requiring the
filing of a report on form 8-k. We expect the acquisition price to be
approximately $10,000,000 to be paid in a combination of cash and securities. To
finance the acquisition we expect to raise additional cash through sales of our
securities. If we are able to obtain financing, it may be on terms that are
dilutive to our existing stockholders and may limit, among other things, our
ability to acquire other businesses, invest in capital assets, sell or otherwise
dispose of our existing assets or incur additional indebtedness. We expect to
make this acquisition by acquiring majority ownership of a publicly traded
entity and using that entity to acquire all of the outstanding capital stock of
the acquisition candidate. If we are successful, we will own a majority interest
in a publicly traded company.
We may be unable to successfully negotiate or finance this proposed
acquisition, or, if the acquisition is consummated, effectively manage the
acquired business to realize benefits from the acquisition. The negotiation of
this acquisition and the management of the acquired business may require a
disproportionate amount of management's attention and resources. Furthermore,
the success of this acquisition may also depend upon a variety of other factors
including our ability to estimate accurately future production, future revenues,
and possible future liabilities. Even though we will perform a review of the
business and operations of the acquisition candidate prior to any closing, it
may not reveal all existing or potential problems or permit us to become
familiar enough with the business to accurately asses its potential or its
deficiencies.
We are uncertain how long negotiations with the acquisition candidate
will take before we determine whether or not we will consummate the proposed
acquisition. Unless required by law, we do not intend to make any further
announcements concerning this potential acquisition.
The information contained herein is furnished pursuant to Item 7.01 of
Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that Section, unless we specifically incorporate it by reference in a document
filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.
By filing this Current Report on Form 8-K and furnishing this information, we
make no admission as to the materiality of any information in this Current
Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description Filed with Incorporated by reference
this 8-K
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Form Filing Date Exhibit No.
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99.1 Amendment to Warrant No. CS-84 x
99.2 Amendment to Warrant No. CS-85 x
99.3 Form of New DKR Warrants x
99.4 Amendment to Warrant No. CS-83 x
99.5 Amendment to Warrant No. CS-89 x
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 30, 2004
EXHIBIT INDEX
Exhibit No. Description Filed with Incorporated by reference
this 8-K
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Form Filing Date Exhibit No.
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99.1 Amendment to Warrant No. CS-84 x
99.2 Amendment to Warrant No. CS-85 x
99.3 Form of New DKR Warrants x
99.4 Amendment to Warrant No. CS-83 x
99.5 Amendment to Warrant No. CS-89 x