SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________
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): March 30, 2005
TECHNEST HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEVADA 000-27023 88-0357272
------ --------- ----------
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER)
90 GROVE STREET, SUITE 205, RIDGEFIELD, CT 06877
------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(203) 431-1611
--------------
(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 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 Technest
Holdings, Inc. ("Technest", the "Company", "we" or "our"). Factors that could
cause actual results to differ materially from Technest expectations include the
uncertainty regarding Technest's ability to repay existing indebtedness, lack of
continuing operations, possible inability of Technest to continue in business
and other risks detailed from time to time in Technest's SEC reports. No
assurance can be given that investors of Technest 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 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On March 30, 2005, Mark Allen resigned from our Board of Directors. Mr.
Allen's resignation became effective upon our receipt of his resignation letter
on March 30, 2005. Mr. Allen's resignation is not due to a disagreement with the
Company or any matter relating to the Company's operations, policies or
practices.
Prior to February 14, 2005, Mr. Allen had been the sole director of the
Company for approximately one year. As the Company had no operations or officers
during that time, Mr. Allen certified all periodic reports filed with the SEC.
On April 1, 2005, we appointed our President, Joseph P. Mackin, to our
Board of Directors. Dr. Mackin currently serves as the President of our wholly
owned subsidiary Genex Technologies, Inc., a Maryland corporation, as well as
being a Director and the President of our majority shareholder, Markland
Technologies, Inc., a Florida corporation ("Markland"). Dr. Mackin has been
employed by EOIR Technologies, Inc., a Virginia corporation and a wholly owned
subsidiary of Markland, since 2000 and is currently the President and CEO of
EOIR. Dr. Mackin is responsible for strategic technology development and
Homeland Security initiatives as well as corporate day-to-day operations at
EOIR. Prior to joining EOIR, Dr. Mackin was an Assistant Sensor Systems Group
Leader at MIT Lincoln Laboratories. Dr. Mackin, a retired Army Colonel, has an
extensive background in sensor development at all phases of the development
cycle, having managed programs from concept development through engineering
development to transition for production. Most notably, Dr. Mackin was the Army
PM for the Second Generation Thermal Imaging System (FLIR), now in the newest
versions of the M1A2 Army Battle Tank and the Bradley Fighting Vehicle. He has
also served on the staff of the Army Acquisition Executive, where he had
responsibility for all Army acquisition special classified programs. While at
MIT's Lincoln Lab, he served as the technical lead for the Deputy Under
Secretary of Defense for Science and Technology's (DUSD-S&T) Smart Sensor Web
-2-
program, a multi-agency, multi-service network centric sensor demonstration
program. He has served on numerous government panels and committees, and was
most recently appointed to the prestigious National Academy of Science study
called "ARMY S&T FOR HOMELAND DEFENSE" published in June 2003. Dr. Mackin was
also recently appointed as a member of the Military Sensing Symposium (MSS)
committee on Passive Sensors. Dr. Mackin holds a BS in Engineering from the
United States Military Academy at West Point, a MS in Physics and Electro-Optics
from the Naval Post Graduate School, and a PhD in Physics (Laser and Nuclear
Physics) from the Massachusetts Institute of Technology. He is also a graduate
of the Defense Services Management College.
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.
TECHNEST HOLDINGS, INC.
By: /s/ Robert Tarini
-----------------------
Chief Executive Officer
Date: April 4, 2005
-3-