-----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, TjJSXes/sN8wdTr62HR2iKKaLm5TCLTJL9jnG/m0mKFq03kckCEUsn1uGrRKpvaj UvEsBWbSHKfgAnsOH+Tx0Q== 0001016843-97-000637.txt : 19971119 0001016843-97-000637.hdr.sgml : 19971119 ACCESSION NUMBER: 0001016843-97-000637 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971110 ITEM INFORMATION: FILED AS OF DATE: 19971118 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOMEDIA TECHNOLOGIES INC CENTRAL INDEX KEY: 0001022701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [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: 97723738 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 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): NOVEMBER 10, 1997 NEOMEDIA TECHNOLOGIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-21743 36-3680347 - --------------- ----------- ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 2201 SECOND STREET, SUITE 600, FORT MYERS, FLORIDA 33901 - -------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) ITEM 5. OTHER EVENTS. On November 10, 1997, NeoMedia Technologies, Inc. ("NeoMedia") announced the hiring of BT Alex Brown, Incorporated, a subsidiary of Bankers Trust New York Corporation, as a financial advisor to advise NeoMedia and its Board of Directors during the process of redeeming the outstanding warrants, as well as for mergers and acquisitions. BT Alex Brown, Incorporated, provides investment banking and advisory services to a variety of companies including technology, media and communications and other growth industries. On November 10, 1997, NeoMedia announced the redemption of all of its outstanding publicly-traded warrants and the warrants issued to Dominick & Dominick, Incorporated, a consultant to NeoMedia. Each warrant entitles the holder to purchase one share of NeoMedia common stock at an exercise prices of $7.375. Warrant holders have until December 18, 1997 to convert the warrant to a share of common stock or to sell the warrant. Warrants that are not exercised by December 18, 1997 will be redeemed by NeoMedia at 5 cents per warrant. As of October 31, 1997, NeoMedia had 2,412,118 outstanding publicly-traded warrants and 375,000 warrants issued to Dominick & Dominick, Incorporated. As of October 31, 1997, 288,820 warrants had been exercised voluntarily. 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: NOVEMBER 18, 1997 By: /s/ CHARLES T. JENSEN --------------------------- Charles T. Jensen, Vice President, Chief Financial Officer, Treasurer and Director 3 EXHIBIT INDEX SEQUENTIAL PAGE EXHIBIT NUMBER NUMBER DOCUMENT - ---------- -------- -------- 5 99.1 News Release Dated November 10, 1997 and Entitled "NeoMedia to Raise $20 Million Equity Through Warrant Call; BT Alex Brown Hired as Financial Advisor" 8 99.2 Notice of Redemption 4 EX-99.1 2 EXHIBIT 99.1 NeoMedia Technologies, Inc. Exhibit 99.1 News Release Dated November 10, 1997 and Entitled "NeoMedia to Raise $20 Million Equity Through Warrant Call; BT Alex Brown Hired as Financial Advisor" 5 NEWS RELEASE FOR MORE INFORMATION Chuck Jensen NeoMedia Technologies, Inc. 941-337-3434 Robert Kneeley RKC Communications 954-351-1976 email: rkccomm@safari.net FOR IMMEDIATE RELEASE NEOMEDIA TO RAISE $20 MILLION EQUITY THROUGH WARRANT CALL; BT ALEX BROWN HIRED AS FINANCIAL ADVISOR FORT MYERS, FLORIDA -- November 10, 1997--NeoMedia Technologies, Inc. (NASDAQ Small Cap: NEOM) today announced the redemption of all of its outstanding warrants. Each warrant entitles the holder to purchase one share of NeoMedia common stock at an exercise price of $7 3/8. Warrant holders have until December 18, 1997, to convert the warrant to a share of common stock or to sell the warrant. Warrants that are not exercised by December 18 will be redeemed by the Company at 5 cents per warrant. In addition, NeoMedia Technologies has hired BT Alex Brown, Incorporated, as a financial advisor to advise the Company and its Board of Directors during the process of redeeming the outstanding warrants, as well as for mergers and acquisitions. BT Alex Brown, a subsidiary of Bankers Trust New York Corporation, provides investment banking and advisory services to a variety of companies including technology, media and communications and other growth industries. The Company expects that if all the warrants are exercised the warrant call will raise gross proceeds of approximately $20 million. A total of 2.8 milion warrants are outstanding. As of October 30, more than 289,000 warrants were exercised voluntarily, raising net proceeds of more than $2.1 million. Following completion of the warrant call, NeoMedia intends to apply for listing on the NASDAQ National Market System. 6 NeoMedia was founded in 1989. It provides proprietary software for document management and production systems, the migration of programs and databases from closed system to open system platforms, Year 2000 conversions and intelligent document solutions to bridge the gap between print and electronic media. # # # 7 EX-99.2 3 EXHIBIT 99.2 NeoMedia Technologies, Inc. Exhibit 99.2 Notice of Redemption 8 NOTICE OF REDEMPTION To the Holders of NEOMEDIA TECHNOLOGIES, INC. Five-Year Redeemable Warrant(s) to Purchase One Share of Common Stock Notice is hereby given that all five-year redeemable warrants to purchase one share of Common Stock of NeoMedia Technologies, Inc., a Delaware corporation (the "Company") at $7.375 per share ("Warrant") have been called by the Company for redemption on December 18, 1997 (the "Call Date") at the redemption price of $.05 per Warrant. All holders of record on the Call Date will receive the redemption price. The redemption is being made in accordance with the provisions of the Warrant Certificate and the Warrant Agreement dated as of November 25, 1996, between the Company and American Stock Transfer and Trust Company of New York, as Warrant Agent. Payment of the total redemption price will be made on or after the Call Date upon presentation and surrender of certificates for Warrants and return of the Letter of Transmittal accompanying this Notice completely filled in and signed to American Stock Transfer and Trust Company, 40 Wall Street, 46th Floor, New York, New York 10005 ("Redemption Agent"). WARRANTS SHOULD NOT BE SURRENDERED FOR REDEMPTION, AND THE LETTER OF TRANSMITTAL SHOULD NOT BE SIGNED AND RETURNED TO THE REDEMPTION AGENT, UNLESS THE HOLDER THEREOF WISHES TO RECEIVE THE REDEMPTION PRICE OF $.05 PER WARRANT. On and after the Call Date, the Warrants will be deemed to be no longer outstanding and the holders thereof will be entitled to no rights as such holders except the right to receive payment of the total redemption price. ALTERNATIVES AVAILABLE TO HOLDERS OF WARRANTS Holders of Warrants have the following alternatives: 1. EXERCISE. Prior to the close of business (5:00 p.m. Central time) on December 18, 1997, to exercise any or all of the Warrants to purchase shares of common Stock of the Company at a price of $7.375 per share. 2. REDEMPTION. To surrender the Warrants for redemption at a price of $.05 per Warrant. 3. SALE THROUGH ORDINARY BROKERAGE TRANSACTIONS. To sell the Warrants through open market brokerage transactions. After December 18, 1997, the Call Date, a holder of Warrants will not be entitled to exercise the Warrants to purchase common stock. This is expected to have an impact on the market for the Warrants. Holders of Warrants who wish to make sales should consult their own brokers as to the current market value of the Warrants and if and when such Warrants should be sold. FACTORS TO BE CONSIDERED EACH WARRANT REPRESENTS THE RIGHT TO PURCHASE ONE SHARE OF COMMON STOCK OF THE COMPANY AT A PRICE OF $7.375 PER SHARE. DURING THE 38-DAY PERIOD FROM THE DATE OF THIS NOTICE TO 5:00 P.M., CENTRAL TIME, ON DECEMBER 18, 1997 (THE "NOTICE PERIOD"), ALL OWNERS OF WARRANTS HAVE THE RIGHT TO 9 EXERCISE THEIR WARRANTS BY SURRENDERING THEM, WITH THE FORM OF ELECTION TO PURCHASE INCLUDED ON THE WARRANT CERTIFICATE PROPERLY COMPLETED AND EXECUTED, TOGETHER WITH PAYMENT OF THE AGGREGATE EXERCISE PRICE FOR ALL WARRANTS SO EXERCISED, TO AMERICAN STOCK TRANSFER & TRUST COMPANY, 40 WALL STREET, 46TH FLOOR, NEW YORK, NEW YORK 10005. EACH WARRANT WHICH IS NEITHER EXERCISED NOR SOLD DURING THE NOTICE PERIOD WILL BE REDEEMED AT $.05 PER WARRANT AND SUCH WARRANTS AFTER THE CALL DATE SHALL THEN BE NULL AND VOID. Based on the closing price of the common stock of the Company on November 7, 1997, the market value of one share of common stock which a Warrant holder would receive by exercising a Warrant to purchase one share of common stock on that date would be $9.5625. Such value will vary depending on changes in the market price of the common stock. AS LONG AS THE MARKET PRICE OF THE COMPANY'S COMMON STOCK REMAINS ABOVE $7.375 PER SHARE, THE HOLDERS OF WARRANTS WHO EXERCISE SUCH WARRANTS WILL RECEIVE COMMON STOCK HAVING A GREATER CURRENT MARKET VALUE TO THEM THAN THE CASH THE HOLDER WOULD RECEIVE UPON REDEMPTION. FAILURE TO SELL THE WARRANTS OR TO EXERCISE THE WARRANTS TO PURCHASE ONE SHARE OF COMMON STOCK AT $7.375 PER SHARE BEFORE THE CLOSE OF BUSINESS ON DECEMBER 18, 1997 WILL RESULT IN THE WARRANTS BEING REDEEMED. Under federal law, Paying Agents making payment of interest or principal on corporate securities or making payments of principal on municipal securities may be obligated to withhold a 20% tax from remittances to individuals who have failed to furnish the Paying Agent with a valid Taxpayer Identification Number. Holders of Warrants who wish to avoid the imposition of this tax should submit certified Taxpayer Identification Numbers when presenting their Warrants for redemption or exercise. Further information and additional copies of the Letter of Transmittal may be obtained from American Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New York, New York 10005. Inquiries or requests may be directed to the Redemption Agent at 800-937-5449. BY ORDER OF THE BOARD OF DIRECTORS NEOMEDIA TECHNOLOGIES, INC. Dated: November 10, 1997. 10 LETTER OF TRANSMITTAL TO ACCOMPANY CERTIFICATES OF FIVE-YEAR REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK AT $7.375 PER SHARE OF NEOMEDIA TECHNOLOGIES, INC. AMERICAN STOCK TRANSFER & TRUST COMPANY, Redemption Agent If by mail or hand delivery: 40 WALL STREET, 46TH FLOOR NEW YORK, NEW YORK 10005 WARRANTS SHOULD NOT BE SURRENDERED FOR REDEMPTION, AND THIS LETTER OF TRANSMITTAL SHOULD NOT BE SIGNED AND RETURNED TO THE REDEMPTION AGENT, UNLESS THE HOLDER THEREOF WISHES TO RECEIVE THE REDEMPTION PRICE OF $.05 PER WARRANT. SEE INSTRUCTIONS ON REVERSE SIDE Gentlemen: I hereby appoint you as my agent to SURRENDER all enclosed certificate(s) listed below for five-year redeemable warrant(s) to purchase one share of Common Stock of NeoMedia Technologies, Inc. (the "Company") at $7.375 per share ("Warrant") FOR REDEMPTION in accordance with the Notice of Redemption accompanying this Letter of Transmittal. You are directed after you accept the surrender of such certificate(s) on behalf of the Company to pay to me in exchange therefor $.05 per Warrant represented by the enclosed certificate(s). The undersigned hereby warrants that the undersigned is the exclusive owner of the Warrants represented by the enclosed certificate(s) and that the Warrants and certificate(s) being submitted are free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned hereby acknowledges that delivery of the enclosed certificate(s) shall pass, only upon proper delivery thereof, to the Redemption Agent. NAME AND ADDRESS OF REGISTERED HOLDER NUMBER OF (AS IT APPEARS ON WARRANT CERTIFICATE(S)) CERTIFICATE NUMBER WARRANTS - ----------------------------------------- ------------------ ---------- - ----------------------------------------- ------------------ ---------- - ----------------------------------------- ------------------ ---------- - ----------------------------------------- ------------------ ---------- TOTAL - ----------------------------------------- ------------------ ---------- (Attach separate schedule if required) FOR SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS, PLEASE COMPLETE BOXES ON REVERSE SIDE All authority conferred herein survives the death or incapacity of the undersigned, and all obligations of the undersigned shall be binding upon the heirs, personal representatives and assigns of the undersigned. - --------------------------------------------------------------- - --------------------------------------------------------------- Signature(s) of Owner(s) (Must be signed by Registered Holder(s) or by person(s) authorized to sign. See Instruction 3 on reverse side.) 11 - -------------------------------------------------------------------------------- SIGN HERE Under the penalties of perjury, I certify that the taxpayer identification or social security number provided on the address label attached above or written below is true, correct and complete. - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (Signature(s) of Registered Owner(s) or Authorized Agent) - ------------------------------------------------------------------------------- (Tax Identification or Social Security Number) , 1997 - ---------------------------------------- (Please date) - -------------------------------------------------------------------------------- Must be signed by registered holder(s) exactly as name appears on the certificate(s), or the authorized representative of such registered holder(s), or by person(s) to whom check is to be drawn (see Instruction 3). Under federal law, we are required to request your taxpayer identification number (if you are an individual, your taxpayer number is your social security number). Without this number, you may be subject to a 20% withholding. For specified details on this law, please contact your tax advisor or attorney. 12 INSTRUCTIONS (FOR COMPLETING LETTER OF TRANSMITTAL) WARRANTS SHOULD NOT BE SURRENDERED FOR REDEMPTION, AND THIS LETTER OF TRANSMITTAL SHOULD NOT BE SIGNED AND RETURNED TO THE REDEMPTION AGENT, UNLESS THE HOLDER THEREOF WISHES TO RECEIVE THE REDEMPTION PRICE OF $.05 PER WARRANT. 1. INSTRUCTIONS. This Letter of Transmittal, completely filled in and signed, together with the certificate(s) described on the face hereof, must be delivered to the Redemption Agent at the following address: American Stock Transfer & Trust Company 40 Wall Street, 46th Floor New York, New York 10005 2. PAYMENT IN SAME NAME. If the check is to be issued to the registered holder(s) of the surrendered certificate(s), the surrendered certificate(s) need not be endorsed or accompanied by instruments of assignment and transfer. 3. SPECIAL PAYMENT INSTRUCTIONS. If the check is to be issued to a person other than the person in whose name the surrendered certificate(s) are registered, (i) the certificate(s) must be duly endorsed in blank by the registered holder(s) therefor or accompanied by a duly executed instrument or assignment in blank, (ii) the Letter of Transmittal must be signed by the registered holder(s) or the person(s) to whom the certificate(s) have been endorsed or assigned, and (iii) the signature on the endorsement or assignment and the signature on the Letter of Transmittal must each by guaranteed by a commercial bank or trust company, a securities dealer who is a member of the National Association of Securities Dealers, Inc., or by a firm having membership on the New York Stock Exchange or American Stock Exchange. If the Letter of Transmittal and endorsement or assignment is executed by an attorney, executor, administrator, guardian or other fiduciary, or by an officer of a corporation, the person executing the Letter of Transmittal and the endorsement or assignment must give his full title in such capacity and proper evidence of his authority to act in such capacity must accompany the certificate(s). In addition, each such certificate must be accompanied by evidence of payment of any applicable transfer taxes. The adequacy of such evidence must be established to the satisfaction of the Redemption Agent. If a certificate is in the name of more than one holder, each person named in the certificate must sign. Signature(s) must correspond exactly to the name(s) in the certificate(s) or instruments of transfer. If a holder has certificates registered in different ways, it will be necessary to complete and submit as many Letters of Transmittal as there are different registrations. 13 - -------------------------------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS Use ONLY if the check is to be issued in a name other than the registered holder(s) Certificates representing the surrendered Warrants must be properly signed and signatures guaranteed. (See Instruction 3 on reverse side.) Issue and mail check to (please print): Name: ---------------------------------------------------------------------- Address:------------------------------------------------------------------- ------------------------------------------------------------------- (Zip Code) - ------------------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS Use ONLY if the check is to be issued in the name of the registered holder(s) but sent to other than the address of record. Issue and mail check to (please print): Name: ---------------------------------------------------------------------- Address: ------------------------------------------------------------------- ------------------------------------------------------------------- (Zip Code) - -------------------------------------------------------------------------------- 14 -----END PRIVACY-ENHANCED MESSAGE-----