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): December 9, 2002
MARKLAND TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation or organization)
000-28863 84-1331134
(Commission File Number) (IRS Employer Identification Number)
#207
54 Danbury Road
Ridgefield, CT 06877
(Address of principal executive offices)
(203) 946-3058
(Registrant's telephone number, including area code)
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 (the "Exchange Act"). 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 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 Markland's ability to repay existing indebtedness, lack of continuing
operations, 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. Change of Control
On December 9, 2002 in connection with the Exchange Agreement dated as of
December 9, 2002 by and among Eurotech, Ltd. ("Eurotech"), the Company,
Crypto.com, Inc., ("Crypto", a wholly-owned subsidiary of Eurotech), Secured
Technology, Inc., ipPartners, Inc., Markland LLC and James LLC (the "Exchange"),
Eurotech, and Crypto agreed to license and transfer certain intellectual
property to a newly formed subsidiary of Company, in exchange for 239,927,344 of
the Company's newly issued common stock (the "Exchange Shares"). The Exchange
Shares constitute 80% of the Company's outstanding common stock making the
Company a majority-owned subsidiary of Eurotech.
As a result of the Exhcange, Eurotech shall beneficially own 80% of the
Company's voting securities. Eurotech is a public company, whose common stock is
registered under the Exchange Act. Prior to the Exchange, Markland LLC and James
LLC controlled the Company.
In connection with the Exchange, on December 9, 2002, the Company, Market LLC
and James LLC agreed to a recapitalization of the Company whereby $5.25 million
in stated value of new series of preferred stock designated Series C Cumulative
Convertible Preferred Stock (the "Series C Preferred") shall be issued by the
Company. Please refer to Item 5 below for a description of the Series C
Preferred.
Item 2. Acquisition or Disposition of Assets.
The rights licensed from Eurotech in the Exchange consist of certain proprietary
technology known as Acoustic Core used to detect illicit substances. The assets
acquired from Crypto in the Exchange consist of cryptology software and related
intellectual property.
Item 5. Other Events.
On December 9, 2002, the Company agreed to retire $5.25 million of convertible
promissory notes held by Market LLC and James LLC in exchange for the Company's
issuance to them of the Series C Preferred. The Series will accrue dividends at
the rate of 5% per year, payable in cash or common stock at the option of the
holder. The Series C Preferred is redeemable at any time by the Company, and
cannot be converted prior to 6 months after issuance without the Company's
consent. The Series C Preferred is convertible into common stock at the option
of the holder, at a conversion price ranging from 65% to 80% of the common
stock's market price at the time of conversion.
On December 9, 2002, the registrant's board of directors appointed Ken P.
Ducey, Robert Tarini and Del Kintner to the registrant's board of directors.
On December 10, 2002, Lawrence Shatsoff and David E. Danovitch resigned as
directors of the registrant. Mr. Shatsoff resigned as the registrant's
president, Del Kintner was appointed President of the registrant, and Ken P.
Ducey was appointed Executive Vice President and Secretary of the registrant.
Messrs. Shatsoff and Danovitch did not resign because of any disagreement with
the registrant on any matter.
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Exhibits
Exhibit 3.5 Certificate of Designations of Rights and Preferences of the
Series C Cumulative Convertible Preferred Stock of Markland
Technologies, Inc.
Exhibit 10.4 Exchange Agreement among Markland Technologies, Inc., Market LLC
and James LLC.
Exhibit 10.5 Exchange Agreement dated December 9, 2002 by and among
Eurotech, Ltd., Crypto.com, Inc., Markland Technologies, Inc.,
Security Technology, Inc., ipPartners, Inc., Markland LLC and
James LLC.
Exhibit 99.1 Press Release - Markland Announces Exchange of Promissory Note
for Shares of Newly Issued Series C Convertible Stock
Exhibit 99.2 Press Release - relating to Exchange Agreement among the
Company, Eurotech, Ltd. and certain additional parties.
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SIGNATURE
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 hereunto duly authorized.
MARKLAND TECHNOLOGIES, INC.
/s/ Ken Ducey
Secretary
Date: December 19, 2002
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