SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------
FORM 8-K/A
(AMENDMENT NO.1)
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 30, 2004
MARKLAND TECHNOLOGIES, INC.
---------------------------
(Exact Name of Registrant as Specified in Charter)
FLORIDA 84-1331134
------- ----------
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification Number)
000-28863
---------
(Commission
File Number)
#207 54 DANBURY ROAD, RIDGEFIELD, CT 06877
(Address of Principal Executive Offices) (Zip Code)
---------------------------------------------------
(203) 894-9700
--------------
(Registrant's Telephone Number, Including Area Code)
N/A
---
(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 5.02 APPOINTMENT OF PRINCIPAL OFFICERS
This report amends the Company's current report on Form 8-k filed on
December 13, 2004, to file a copy of the Employment Agreements (the"Agreements")
entered into between the Company and Dr. Joseph Mackin and Mr. Gino Pereira on
December 30, 2004.
The employment agreement for Dr. Mackin provides for a term of five
years, beginning January 3, 2005. Dr. Mackin's salary is set at $300,000. The
employment agreement accelerated the vesting date for options previously granted
to Dr. Mackin and provides for periodic grants of the Company's Common Stock to
Dr. Mackin, with an initial grant of 2,000,000 shares. These shares are
unregistered shares and were granted in reliance on Section 4(2) of the
Securities Act of 1933. The employment agreement provides for an acceleration of
stock grants and payment to Dr. Mackin upon a change in control resulting in the
voluntary or involuntary termination of a majority of the board of directors or
the chief executive officer of an amount equal to the lesser of three times his
then current salary or the salary owed through the end of the employment
agreement. The employment agreement provides a mechanism whereby the Company may
acquire all or a portion of the Common Stock granted to Dr. Mackin in the event
that his engagement with the Company is terminated prior to the registration of
those shares.
The employment agreement for Mr. Pereira provides for a term of five
years, beginning December 1, 2004. Mr. Pereira's salary is set at $225,000, with
a provision that such salary shall be increased to $300,000 at such time when
Mr. Pereira's duties with the Company preclude him from performing work for
other clients. The employment agreement provides for a grant of 3,000,000 shares
of the Company's Common Stock to Mr. Pereira on the date of signing. These
shares are unregistered shares and were granted in reliance on Section 4(2) of
the Securities Act of 1933. The employment agreement provides for payment to Mr.
Pereira upon a change in control resulting in the voluntary or involuntary
termination of a majority of the board of directors, the chief executive officer
or the president of an amount equal to the lesser of three times his then
current salary or the salary owed through the end of the employment agreement
The employment agreement provides a mechanism whereby the Company may acquire
all or a portion of the Common Stock granted to Mr. Pereira in the event that
his engagement with the Company is terminated prior to the registration of those
shares.
Copies of each of the aforementioned agreements are filed with our current
report on Form 8-k file on January 6, 2005, and are incorporated herein by
reference.
THE APPOINTMENT OF DR. MACKIN AS THE CHIEF OPERATING OFFICER FOR THE COMPANY AND
THE APPOINTMENT OF MR. PEREIRA AS THE CHIEF FINANCIAL OFFICER FOR THE COMPANY
WERE REPORTED IN OUR CURRENT REPORT ON FORM 8-K FILED ON DECEMBER 13, 2004 (FILE
NO. 000-28863). TO THE EXTENT THAT THE TERMS OF THESE EMPLOYMENT AGREEMENTS WERE
NOT KNOWN AT THE TIME OF THAT REPORT, WE INTEND THIS REPORT TO AMEND THAT
FILING.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
- ----------- --------------------------------- ------------ ---------------------------------------------------------
Exhibit No. Description Filed with Incorporated by reference
this 8-k
- ----------- --------------------------------- ------------ ------------------ ------------------- ------------------
Form Filing Date Exhibit No.
- ----------- --------------------------------- ------------ ------------------ ------------------- ------------------
99.1 Employment Agreement with 8-k 1/6/2005 99.6
Joseph Mackin
- ----------- --------------------------------- ------------ ------------------ ------------------- ------------------
99.2 Employment Agreement with Gino 8-k 1/6/2005 99.7
Pereira
- ----------- --------------------------------- ------------ ------------------ ------------------- ------------------
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
-------------------------------
Robert Tarini
Chief Executive Officer
Date: January 6, 2005
EXHIBIT INDEX
- ----------- --------------------------------- ------------ ---------------------------------------------------------
Exhibit No. Description Filed with Incorporated by reference
this 8-k
- ----------- --------------------------------- ------------ ---------------------------------------------------------
Form Filing Date Exhibit No.
- ----------- --------------------------------- ------------ ------------------ ------------------- ------------------
99.1 Employment Agreement with 8-k 1/6/2005 99.6
Joseph Mackin
- ----------- --------------------------------- ------------ ------------------ ------------------- ------------------
99.2 Employment Agreement with Gino 8-k 1/6/2005 99.7
Pereira
- ----------- --------------------------------- ------------ ------------------ ------------------- ------------------