-----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, KXFO+mq8UHhCVPBtEIkounxdgOWv4D288pUnL6wHWaNsOEnKFolJn6ZqEn1GB0Zz 2OTzPMj+qvjOmSgbM5Fo9A== 0001016843-98-000358.txt : 19980616 0001016843-98-000358.hdr.sgml : 19980616 ACCESSION NUMBER: 0001016843-98-000358 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980615 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: 10KSB/A SEC ACT: SEC FILE NUMBER: 000-21743 FILM NUMBER: 98648046 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 10KSB/A 1 U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------- FORM 10 - KSB / A (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period ___ to ___ Commission File Number 0-21743 NEOMEDIA TECHNOLOGIES, INC. ---------------------------------------------- (Name of Small Business Issuer in Its Charter) DELAWARE 36-3680347 - ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2201 SECOND STREET, SUITE 600, FORT MYERS, FLORIDA 33901 - -------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Issuer's Telephone Number (Including Area Code) 941-337-3434 Securities Registered Under Section 12(b) of the Exchange Act: None Securities Registered Under Section 12(g) of the Exchange Act: Title of Each Class ------------------- Common Stock, Par Value $.01 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10- KSB [X] Issuer's consolidated revenue for its most recent fiscal year was $24,434,000. The aggregate market value of the voting stock held by non-affiliates of the issuer based on the price at which shares of common stock closed on March 16, 1998 was $35,911,097. As of March 16, 1998, there were outstanding 8,319,732 shares of the issuer's Common Stock. PART II ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES The Board of Directors of NeoMedia Technologies, Inc. ("NeoMedia"), upon the recommendation of management, dismissed Coopers & Lybrand L.L.P. and effective February 9, 1998, engaged KPMG Peat Marwick LLP as the principal accountants of NeoMedia and its subsidiaries for the year ended December 31, 1997. In connection with the audits of the two most recent fiscal years and the subsequent unaudited interim period preceding such dismissal, there have been no disagreements with the former accountants, Coopers & Lybrand L.L.P., on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure which, if not resolved to their satisfaction, would have caused them to make reference to the subject matter in their opinion. The report of Coopers & Lybrand L.L.P. on the consolidated financial statement of NeoMedia for the two most recent fiscal years did not contain an adverse opinion or a disclaimer of opinion and was not modified as to uncertainty, audit scope, accounting principles or any other matter. A letter from Coopers & Lybrand L.L.P. dated June 12, 1998 and addressed to the Commission is filed as an exhibit to this report. Exhibit. 16.1 A copy of a letter from Coopers & Lybrand L.L.P. dated June 12, 1998, addressed to the Securities and Exchange Commission. 1 SIGNATURES In accordance with Section 13 or 15(d) 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 in the City of Fort Myers, State of Florida, on the 12th day of June, 1998. NEOMEDIA TECHNOLOGIES, INC. --------------------------- Registrant By: /s/ CHARLES W. FRITZ ---------------------- Charles W. Fritz, President, Chief Executive Officer and Chairman of the Board In accordance with the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on June 12, 1998. SIGNATURES TITLE /s/ CHARLES W. FRITZ President, Chief Executive Officer, - -------------------- Chairman of the Board and Director Charles W. Fritz /s/ WILLIAM E. FRITZ Secretary and Director - -------------------- William E. Fritz /s/ CHARLES T. JENSEN Chief Financial Officer, Treasurer and Director - --------------------- Charles T. Jensen /s/ ROBERT T. DURST, JR. Director - ------------------------ Robert T. Durst, Jr. /s/ A. HAYES BARCLAY Director - -------------------- A. Hayes Barclay /s/ JAMES J. KEIL Director - ----------------- James J. Keil /s/ PAUL REECE Director - -------------- Paul Reece 2 EXHIBIT INDEX SEQUENTIAL PAGE EXHIBIT NUMBER NUMBER DOCUMENT - ---------- ------- -------- 4 16.1 A copy of a letter from Coopers & Lybrand L.L.P. dated June 12, 1998, addressed to the Securities and Exchange Commission. 3 EX-16.1 2 NeoMedia Technologies, Inc. Exhibit 16.1 A Copy of a Letter from Coopers & Lybrand L.L.P. dated June 12, 1998, Addressed to the Securities and Exchange Commission 4 Letterhead of: Coopers & Lybrand L.L.P. a Professional Services Firm 203 North La Salle Street Chicago, Illinois 60601-1210 Telephone (312) 701-5500 Facsimile (312) 701-6533 June 12, 1998 Securities and Exchange Commission 450 5th Street, N. W. Washington, D. C. 20549 Gentlemen: We have read the statements made by NeoMedia Technologies, Inc. (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K / A, as part of the Company's Form 8-K / A report as of February 9, 1998. We agree with the statements concerning our Firm in such Form 8-K / A. Very truly yours, /s/ COOPERS & LYBRAND L.L.P. - ---------------------------- COOPERS & LYBRAND L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----