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): January 12, 2005
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 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
On January 11, 2005,the Company filed a Current Report on Form 8-K
(File No. 000-28863), reporting Entry into a Material Definitive Agreement under
Item 1.01 that on January 5, 2005 the Company entered into a Preferred Stock
Restriction Agreement (the "Agreement") with James LLC (the "James") pursuant to
which the Company and James have agreed to restrictions on the disposition of
the Company's Series D Cumulative Convertible Preferred Stock (the "SERIES D")
and those shares of the Company's common stock, par value $0.0001 per share,
issuable upon conversion of the Series D. On January 12, 2005, the Agreement was
amended to provide that the Agreement shall terminate in the event that a
closing of the transaction referenced in Item 7.01 the Company's Current Report
on Form 8-K filed on December 30, 2004 (File No. 000-28863), does not occur on
or before February 28, 2005. All other terms of the Agreement remain as
previously stated.
A form of the amendment, is filed herewith as Exhibit 99.1. A copy of the
original Agreement was filed as Exhibit 99.1 with our Current Report on Form 8-k
filed on January 12, 2005 (File No. 000-28863), and is incorporated by reference
herein as exhibit 99.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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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 Form of Preferred Stock x
Restriction Agreement Amendment
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99.2 Preferred Stock Restriction 8-K January 11, 2005 99.1
Agreement
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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: January 12, 2005
EXHIBIT INDEX
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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 Form of Preferred Stock x
Restriction Agreement Amendment
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99.2 Preferred Stock Restriction 8-K January 11, 2005 99.1
Agreement
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