Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - ACCEL BRANDS, INC. | technest_8k-ex9901.htm |
| EX-10.1 - SETTLEMENT AGREEMENT - ACCEL BRANDS, INC. | technest_8k-ex1001.htm |
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): October 26,
2009
TECHNEST
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
|
000-27023
|
88-0357272
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
Number)
|
10411 Motor City Drive,
Suite 650, Bethesda, MD 20817
(Address
of principal executive offices) (Zip Code)
10411 Motor City Drive,
Suite 650, Bethesda, MD 20817
(Mailing
Address)
(301)
767-2810
(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))
ITEM
1.01 Entry into
a Material Definitive Agreement
On
October 26, 2009, Technest Holdings, Inc. (“Technest”) entered into a settlement
agreement with EOIR Holdings, LLC and EOIR Technologies, Inc. (“EOIR”), settling
all claims related to the Stock Purchase Agreement, which the parties entered
into in 2007 to effectuate the sale of EOIR, a subsidiary of Technest at the
time.
Under the
agreement, EOIR Holdings, LLC agreed to pay Technest $18,000,000 no later than
December 25, 2009 and an additional $5,000,000 within sixty days of EOIR being
awarded a contract under the Warrior Enabling Broad Sensor Services Indefinite
Delivery Indefinite Quantity (ID/IQ) contract or any contract generally
recognized to be a successor contract to its current STES contract. The
additional $5,000,000 is also payable to Technest in the event that EOIR is
awarded task orders under its current STES contract totaling
$495,000,000. EOIR has guaranteed the performance of the obligations
of EOIR Holdings under the settlement agreement. The settlement agreement was
entered into in the wake of a previously reported binding arbitration decision
awarding Technest $23 million for breach of the Stock Purchase Agreement between
the parties.
The
foregoing summary of the Settlement Agreement is qualified in its entirety by
reference to the full text of the Settlement Agreement, which is attached as
Exhibit 10.1 to this Current Report.
ITEM
8.01 Other
Events
On October 29, 2009, Technest issued a
press release announcing the settlement agreement. A copy of the press release
is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference
herein.
The
information in this Item 8.01 and in Exhibit 99.1 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that Section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, regardless of any general incorporation language in such
filing.
ITEM
9.01 Financial
Statements and Exhibits
(d)
Exhibits
|
Exhibit
No.
|
Description
|
Filed
with this Current Report
|
|
|
10.1
|
Settlement
Agreement among Technest Holdings, Inc., EOIR Holdings, LLC and EOIR
Technologies, Inc. dated October 26, 2009.
|
x
|
|
|
99.1
|
Press
Release of Technest Holdings, Inc. dated October 29, 2009
|
x
|
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/ Gino M. Pereira | |
| Chief Executive Officer | |||
Date: October
29, 2009
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
Filed
with this Current Report
|
|
10.1
|
Settlement
Agreement among Technest Holdings, Inc., EOIR Holdings, LLC and EOIR
Technologies, Inc. dated October 26, 2009.
|
x
|
|
99.1
|
Press
Release of Technest Holdings, Inc. dated October 29, 2009
|
x
|