FILED PURSUANT TO RULE 424(b)(3)
FILE NO. 333-120390
PROSPECTUS
MARKLAND TECHNOLOGIES, INC.
PROSPECTUS SUPPLEMENT NO. 3 DATED JANUARY 7, 2005
TO
THE PROSPECTUS DATED DECEMBER 2, 2004
AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME
THIS PROSPECTUS SUPPLEMENT DATED JANUARY 7, 2005, ("SUPPLEMENT NO. 3")
SUPPLEMENTS THE INFORMATION WE PROVIDED IN OUR PROSPECTUS DATED DECEMBER 2,
2004, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME (THE "PROSPECTUS"), RELATING
TO THE RESALE, FROM TIME TO TIME OF UP TO 35,193,346 SHARES OF OUR COMMON STOCK
BY THE SELLING STOCKHOLDERS NAMED THEREIN.
SUPPLEMENT NO. 3 IS BEING DELIVERED TO YOU ALONG WITH THE PROSPECTUS.
SUPPLEMENT NO. 3 SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS AND IS
QUALIFIED BY REFERENCE TO THE PROSPECTUS EXCEPT TO THE EXTENT THAT THE
INFORMATION IN SUPPLEMENT NO. 3 SUPERSEDES THE INFORMATION CONTAINED IN THE
PROSPECTUS. STOCKHOLDERS AND PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW THE
PROSPECTUS IN CONJUNCTION WITH SUPPLEMENT NO. 3 BEFORE MAKING AN INVESTMENT
DECISION.
RECENT DEVELOPMENTS
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This prospectus supplement reflects a change to the registration
statement on Form SB-2 dated December 2, 2004 (the "Prospectus") of Markland
technologies, Inc. with respect to the exercise price for the warrants held by
the selling stockholders identified in the Prospectus. The Warrant Amendments
were filed with the SEC on january 7, 2005, as exhibits to our current report on
Form 8-K filed on that date. 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 registration statement before making an investment
decision.
On January 4, 2005, the Company entered into agreements to amend terms
of certain of its warrants to purchase shares of the Company's Common Stock. In
the aggregate, the amended warrants represent the right to purchase 2,375,000
shares of the Company's Common Stock. All of the shares underlying the amended
warrants are registered pursuant to the Registration Statement of which the
Prospectus and this prospectus supplement are a part and each of the warrant
holders is a selling shareholder identified in the Prospectus.
Amendment to Warrants Issued to David Stefansky
- -----------------------------------------------
On January 4, 2005, we entered into an agreement (the "STEFANSKY
AMENDMENT") with David Stefansky ("STEFANSKY") to amend the terms of a warrant
issued to him on September 21, 2004 (the "STEFANSKY WARRANTS"), for the purchase
of up to 375,000 shares of our common stock, $0.0001 par value per share (the
"COMMON STOCK") as compensation for consulting services performed by Stefansky
in connection with our September 21, 2004, private placement. Specifically,
subject to the terms and conditions contained in the Stefansky Amendment, the
parties have agreed:
o To amend the Stefansky Warrant so that Stefansky may exercise
all or any portion of the Stefansky Warrant for an exercise
price of $0.60 per share of Common Stock, from January 4,
2005, until January 7, 2005.
o That Stefansky shall exercise all of the of the Stefansky
Warrant, as amended, on or before the close of business, New
York City time, on January 7, 2005.
o That the number of shares of Common Stock subject to the
Stefansky Warrant shall not be adjusted as a result of the
temporary reduction in exercise price.
The Stefansky Amendment is filed herewith as Exhibit 99.1.
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Relationship with Stefansky
- ---------------------------
We issued warrants to Stefansky in compensation for his services in
connection with our September 21, 2004, and November 9, 2004, private
placements. The September 21, 2004, transaction is described in our Current
report on Form 8-K filed on September 23, 2004. These warrants were issued in
reliance on Section 4(2) of Securities Act of 1933.
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. THESE FILINGS ARE PUBLIC
DOCUMENTS AVAILABLE ON THE SEC'S WEB SITE AT WWW.SEC.GOV. WE URGE YOU TO OBTAIN
AND READ CAREFULLY A COPY OF THESE DOCUMENTS AND THIS CURRENT REPORT AND ITS
EXHIBITS.
Amendment to Warrants Issued to Richard Rosenblum
- -------------------------------------------------
On January 4, 2005, we entered into an agreement (the "ROSENBLUM
AMENDMENT") with Richard Rosenblum ("ROSENBLUM") to amend the terms of a warrant
issued to Rosenblum on September 21, 2004 (the "ROSENBLUM WARRANT"), for the
purchase of up to 375,000 shares of Common Stock as compensation for consulting
services performed by Rosenblum in connection with our September 21, 2004,
private placement. Specifically, subject to the terms and conditions contained
in the Rosenblum Amendment, the parties have agreed:
o To amend the Rosenblum Warrant so that Rosenblum may exercise
all or any portion of the Rosenblum Warrant for an exercise
price of $0.60 per share of Common Stock, from January 4,
2005, until January 7, 2005.
o That Rosenblum shall exercise all of the of the Rosenblum
Warrant, as amended, on or before the close of business, New
York City time, on January 7, 2005.
o That the number of shares of Common Stock subject to the
Rosenblum Warrant shall not be adjusted as a result of the
temporary reduction in exercise price.
Relationship with Rosenblum
- ---------------------------
We issued warrants to Rosenblum in compensation for his services in
connection with our September 21, 2004, and November 9, 2004, private
placements. The September 21, 2004, transaction is described in our Current
report on Form 8-K filed on September 23, 2004. These warrants were issued in
reliance on Section 4(2) of Securities Act of 1933.
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. THESE FILINGS ARE PUBLIC
DOCUMENTS AVAILABLE ON THE SEC'S WEB SITE AT WWW.SEC.GOV. WE URGE YOU TO OBTAIN
AND READ CAREFULLY A COPY OF THESE DOCUMENTS AND THIS CURRENT REPORT AND ITS
EXHIBITS.
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Amendment to Warrant issued to Harborview Master Fund LP
- --------------------------------------------------------
On January 4, 2005, we entered into an agreement (the "HARBORVIEW
AMENDMENT") with Harborview Master Fund LP ("HARBORVIEW") to amend the terms of
a warrant issued to Harborview on November 9, 2004 (the "HARBORVIEW WARRANT")
for the purchase of up to 1,625,000 shares of Common Stock in connection with
our November 9, 2004, private placement. Specifically, subject to the terms and
conditions contained in the Harborview Amendment, the parties have agreed:
o To amend the Harborview Warrant so that Harborview may
exercise all or any portion of the Harborview Warrant for an
exercise price of $0.60 per share of Common Stock, from
January 4, 2005 until February 28, 2005, after which time the
exercise price will return to its original level.
o That Harborview shall exercise the Harborview Warrant to
purchase not less than 250,000 share of Common Stock on or
before the close of business, New York City time, on January
7, 2005.
o That the number of shares of Common Stock subject to the
Harborview Warrant shall not be adjusted as a result of the
temporary reduction in exercise price.
Relationship with Harborview
- ----------------------------
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
Harborview in a private placement made in reliance on Section 4(2) of Securities
Act of 1933. Harborview holds our Common Stock and is an "accredited investor"
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 ON 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.
Our common stock is quoted on the OTC Bulletin Board by the
NationalAssociation of Securities Dealers, Inc. under the symbol "MRKL.OB." On
January 5, 2005, the last reported sale price of our common stock on the OTC
Bulletin Board was $0.685 per share.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for historical facts, the statements in this supplement are
forward-looking statements. Forward-looking statements are merely our current
predictions of future events. These statements are inherently uncertain, and
actual events could differ materially from our predictions. Important factors
that could cause actual events to vary from our predictions include those
discussed under the headings "Risk Factors," "Management's Discussion and
Analysis of Our Financial Condition and Results of Operations" and "Business" in
our Prospectus. We assume no obligation to update our forward-looking statements
to reflect new information or developments. We urge readers to review carefully
the risk factors described in this prospectus and the other documents that we
file with the Securities and Exchange Commission. You can read these documents
at www.sec.gov.
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WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, NEW EVENTS OR
ANY OTHER REASON, OR REFLECT ANY EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS
PROSPECTUS OR THE DATE OF ANY APPLICABLE PROSPECTUS SUPPLEMENT OR THE DATE OF
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS THAT INCLUDE
FORWARD-LOOKING STATEMENTS.
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INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE RISK FACTORS BEGINNING ON PAGE 5 AND ELSEWHERE IN THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 7, 2005
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