-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tgd/or9e0cNqaBFqc3tyX37bwJffBy4DjYj2JxMuyA1v3XjlUSX5oNMeaIxNUezP SCk+TuOn8mEhpQeSUMizQA== /in/edgar/work/0001016843-00-000816/0001016843-00-000816.txt : 20001031 0001016843-00-000816.hdr.sgml : 20001031 ACCESSION NUMBER: 0001016843-00-000816 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001018 ITEM INFORMATION: FILED AS OF DATE: 20001030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOMEDIA TECHNOLOGIES INC CENTRAL INDEX KEY: 0001022701 STANDARD INDUSTRIAL CLASSIFICATION: [7373 ] IRS NUMBER: 363680347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21743 FILM NUMBER: 748482 BUSINESS ADDRESS: STREET 1: 2201 SECOND ST STE 600 STREET 2: STE 600 CITY: FORT MYERS STATE: FL ZIP: 33901 BUSINESS PHONE: 6303554404 MAIL ADDRESS: STREET 1: 2201 SECOND STREET STREET 2: SUITE 600 CITY: FORT MYERS STATE: FL ZIP: 33901 FORMER COMPANY: FORMER CONFORMED NAME: DEVSYS INC DATE OF NAME CHANGE: 19960911 8-K 1 0001.txt U.S. 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 18, 2000 NEOMEDIA TECHNOLOGIES, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-21743 36-3680347 - -------------- ------------------------ ------------------ (State or Other (Commission File Number) (IRS Employer Jurisdiction Identification No.) Incorporation) 2201 SECOND STREET, SUITE 600, FORT MYERS, FLORIDA 33901 ----------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (941) - 337-3434 ---------------------------------------------------- (Registrant's Telephone Number, including Area Code) ITEM 5. OTHER EVENTS On October 18, 2000, NeoMedia Technologies, Inc. (the "Company") entered into an agreement with Digital:Convergence Corporation ("DC"), granting to DC a worldwide, non-exclusive license of the Company's extensive patent portfolio for directly linking documents, objects and transactions to the Internet. The license agreement provides for payment to the Company of minimum annual royalties over a 10 year period, aggregating in excess of $100,000,000 in cash and equity in DC. Specifically, the agreement provides: (i) for $15 million in cash and/or common stock of DC (minimum of $8 million payable in cash) payable during the first contract year; (ii) for a yearly royalty during years 2-10 equal to the greater of (a) $10,000,000 or (b) 1.5% of DC revenues up to $2.0 billion and 1% over $2 billion; the first $10 million of royalty each year being payable in cash and/or DC common stock (minimum of $3 million payable in cash); and (iii) for the issuance to the Company of 1,415,760 shares of DC common stock within the first year, or payment to the Company of $15,431,784 payable in 3 equal annual installments commencing on the first annual anniversary of the license agreement. In connection with the license, the Company granted DC warrants to purchase up to 1.4 million shares of the Company's common stock at a price of $6.00 per share. The Company further announced that it is presently discussing with DC the possibility of coordinating their respective efforts to achieve interoperability between DC's systems and the Company's PaperClick system. (See Press Release attached to this Form S-8 as an Exhibit.) 2 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 hereunto duly authorized. NEOMEDIA TECHNOLOGIES, INC. --------------------------- (Registrant) Date: October 23, 2000 By: /s/ CHARLES W. FRITZ ------------------------ Chief Executive Officer, Chairman of the Board and Director 3 EXHIBIT INDEX EXHIBIT NUMBER DOCUMENT - -------- -------- 99.l News release dated October 19, 2000, "NeoMedia Signs $100+ Million Patent Licensing Contract with Digital:Convergence" 4 EX-99.1 2 0002.txt NeoMedia Technologies, Inc. Exhibit 99.1 NEWS RELEASE [GRAPHIC OMITTED][GRAPHIC OMITTED] COMPANY CONTACT: MEDIA CONTACT: Virginia Small Jane Teague NeoMedia Technologies, Inc. HighGround, Inc. (941) 337-3434 (561) 447-8208 VSMALL@NEOM.COM JTEAGUE@HIGHGROUNDINC.COM FOR IMMEDIATE RELEASE NEOMEDIA SIGNS $100+ MILLION PATENT LICENSING CONTRACT WITH DIGITAL:CONVERGENCE DEAL INCLUDES LICENSE FEES AND EQUITY FT. MYERS, FL, OCTOBER 19, 2000 - NEOMEDIA TECHNOLOGIES, INC., (NASDAQ: NEOM), THE INTERNATIONAL LEADER IN PRINT-TO-INTERNET TECHNOLOGY, TODAY ANNOUNCED AN AGREEMENT WITH DIGITAL:CONVERGENCE GRANTING IT A WORLDWIDE NON-EXCLUSIVE LICENSE OF NEOMEDIA'S EXTENSIVE PATENT PORTFOLIO FOR DIRECTLY LINKING DOCUMENTS, OBJECTS AND TRANSACTIONS TO THE INTERNET. THE AGREEMENT CALLS FOR MINIMUM ANNUAL LICENSE FEES OVER A PERIOD OF TEN (10) YEARS IN EXCESS OF $100 MILLION THROUGH A COMBINATION OF CASH AND EQUITY. THE TWO COMPANIES ARE DISCUSSING COOPERATIVE EFFORTS TO ASSURE THAT THE CONSUMER EXPERIENCE IN THIS EMERGING SPACE IS POSITIVE AND SEAMLESS THROUGH INTEROPERABILITY BETWEEN DIGITAL:CONVERGENCE'S SYSTEM AND NEOMEDIA'S PAPERCLICK SYSTEM. NEOMEDIA HAS ALSO ISSUED DIGITAL:CONVERGENCE WARRANTS TO PURCHASE 1.4 MILLION SHARES OF NEOMEDIA STOCK. "THIS AGREEMENT IS A WIN, WIN, WIN SITUATION FOR NEOMEDIA, DIGITAL:CONVERGENCE AND THE CONSUMER," SAID CHARLES W. FRITZ, CHAIRMAN AND CEO OF NEOMEDIA TECHNOLOGIES, INC. "IT AFFIRMS OUR IP POSITION IN THIS SPACE - WHICH WE BELIEVE HAS ENORMOUS POTENTIAL, AND REWARDS OUR SHAREHOLDERS FOR THEIR PATIENCE AND TRUST DURING OUR DEVELOPMENT YEARS. FURTHERMORE, WE CONTINUE TO PURSUE OUR GOAL OF INTEROPERABILITY TO AFFORD CONSUMERS A SEAMLESS EXPERIENCE IN THIS EMERGING MARKET." AN INVESTOR/STOCKHOLDER CONFERENCE CALL WILL BE CONDUCTED TODAY, THURSDAY, OCTOBER 19, 2000 AT 2:00 PM EDT. INTERESTED PARTIES MAY JOIN THE CONFERENCE BY CALLING 800-767-8281 (DOMESTICALLY) OR 847-413-3751 (INTERNATIONAL) AND ASK FOR THE NEOMEDIA CONFERENCE. A REPLAY OF THIS CONFERENCE CALL WILL BE AVAILABLE FOR 24 HOURS BY CALLING 888-843-8996 (DOMESTICALLY) OR 630-652-3044 (INTERNATIONAL) AND ENTERING SECURITY CODE 2995908. A PRESS CONFERENCE CALL WILL BE CONDUCTED ON FRIDAY, OCTOBER 20, 2000 AT 1:00 PM EDT. INTERESTED PARTIES MAY JOIN THE CONFERENCE BY CALLING 800-767-8281 (DOMESTICALLY) OR 847-413-3751 (INTERNATIONAL) AND ASK FOR THE NEOMEDIA CONFERENCE. A REPLAY OF THIS CONFERENCE CALL WILL BE AVAILABLE FOR 24 HOURS BY CALLING 888-843-8996 (DOMESTICALLY) OR 630-652-3044 (INTERNATIONAL) AND ENTERING SECURITY CODE 2995921. -MORE- NEOMEDIA LICENSES DIGITAL:CONVERGENCE 2 OF 2 OCTOBER 19, 2000 TONY BARKUME WITH GREENBERG TRAURIG LLP REPRESENTED NEOMEDIA TECHNOLOGIES, INC. IN THIS TRANSACTION. ABOUT DIGITAL:CONVERGENCE DIGITAL:CONVERGENCE CORPORATION IS A PRIVATELY HELD INTERNET TECHNOLOGY COMPANY HEADQUARTERED IN DALLAS WITH OFFICES IN NEW YORK AND LONDON. WORKING IN CONJUNCTION WITH INDUSTRY-LEADING PARTNERS SUCH AS FORBES MAGAZINE, YOUNG & RUBICAM INC., BELO, AND RADIO SHACK CORP., THE COMPANY'S PROPRIETARY TECHNOLOGY CAN LINK ALMOST ALL MEDIA OR PRODUCTS INSTANTLY AND EASILY WITH THE INTERNET, ALLOWING USERS TO OBTAIN RELEVANT INFORMATION OR CONDUCT E-COMMERCE ACTIVITIES. THE COMPANY'S MANAGEMENT TEAM INCLUDES A ROSTER OF INDUSTRY VETERANS FROM TIME WARNER, AT&T, GE, ING BARINGS AND DISNEY. ABOUT NEOMEDIA TECHNOLOGIES NeoMedia Technologies, Inc, based in Fort Myers, Florida, is the international leader in print-to-Internet enabling technology. The company develops and markets a family of PaperClick(TM) products and services, based on NeoMedia's patented technology, that provide direct, customer 2 routable links between printed information or objects and Internet content. PaperClick works by using bar codes or their associated numeric strings which are embedded in the print media. PaperClick services are delivered in an application service provider (ASP) model to clients in the business-to-business (B2B), business-to-consumer (B2C), business-to-employee (B2E), and mobile commerce (mCommerce) markets, as well as throughout multiple industries including publishing, retail, manufacturing and education. NeoMedia markets these services under the PaperClick(TM) trademark on the ASP site, WWW.PAPERCLICK.COM. Entering a PaperClick code, or scanning the associated bar code routes readers directly to relevant Web information. NeoMedia's technology provides totally un-tethered access to Web content from print media, through a variety of scanning devices from manufacturers such as A.T. Cross(R) Company, Symbol(R) Technologies, and Welch Allyn. PaperClick ToGo(TM) technology provides mobile linkage to Web content through PalmOS(TM) PDA devices and Internet-enabled cellular phones. PaperClick is the optimal solution because it also provides access to these capabilities without a scanning device. By activating the PaperClick Go Window and entering a numeric string associated with the PaperClick bar code, users can reach their desired Web destination. NeoMedia also provides proprietary software for document management and production systems, as well as systems integration services for automated print production operations. For additional information, please visit the Company Web site at www.neom.com. THIS PRESS RELEASE 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. WITH THE EXCEPTION OF HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN THIS PRESS RELEASE INVOLVE RISK AND UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENT. DIGITAL:CONVERGENCE AND :CUECAT ARE TRADEMARKS OF DIGITAL:CONVERGENCE. PAPERCLICK, PAPERCLICK ENTERPRISE, PAPERCLICK TOGO, AND THE PAPERCLICK LOGO ARE TRADEMARKS OF NEOMEDIA TECHNOLOGIES, INC. CROSS IS A REGISTERED TRADEMARK OF A.T. CROSS COMPANY; PALM OS IS A TRADEMARK OF PALM COMPUTING; INC. SYMBOL IS A REGISTERED TRADEMARK OF SYMBOL TECHNOLOGIES, INC. ALL OTHER TRADEMARKS ARE THE PROPERTY OF THEIR RESPECTIVE OWNERS. 3 -----END PRIVACY-ENHANCED MESSAGE-----