-----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, DnZv/5LR2lKQU5h+7aknOyAzsuTIo+KPapUodn//MqeUh8XG5egFQPN+qQdPeVuR 9lTWgZ6vpAcGbEzhyXSSiw== 0001016843-99-000630.txt : 19990608 0001016843-99-000630.hdr.sgml : 19990608 ACCESSION NUMBER: 0001016843-99-000630 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990607 ITEM INFORMATION: FILED AS OF DATE: 19990607 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: 99641219 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): June 7, 1999 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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On June 7, 1999, NeoMedia Technologies, Inc. (the "Company") announced that KPMG LLP ("KPMG") will no longer act as independent auditors of the Company. (A copy of the Company's press release announcing the event is attached hereto as Exhibit 99.1). In a letter dated May 28, 1999, received by the Company on June 1, 1999, KPMG resigned. KPMG's audit reports on the Company's financial statements for either of the past two years ended December 31, 1998 and 1997 did not contain an adverse opinion or disclaimer of opinion, and no such report was qualified or modified as to audit scope or accounting principles. However, their opinion on the financial statements for 1998 contained a "going concern" uncertainty clause that indicated that the Company's consolidated financial statements were "prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, has a significant accumulated deficit, and a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty." During the Company's two most recent fiscal years ended December 31, 1998 and 1997 and the subsequent interim period through May 28, 1999, there were no disagreements between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of disagreement. The Company announced that it is in the process of interviewing several accounting firms to succeed KPMG as independent auditors of the Company. 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: JUNE 7, 1999 By: /s/ CHARLES T. JENSEN -------------------------- Charles T. Jensen, Vice President, Chief Financial Officer, Treasurer and Director EXHIBIT INDEX SEQUENTIAL EXHIBIT PAGE NUMBER NUMBER DOCUMENT - ------------------ -------- 5 99.1 News release dated June 7, 1999, entitled "Neomedia announces change of auditors" 6 99.2 Resignation letter of KPMG LLP EX-99.1 2 NeoMedia Technologies, Inc. Exhibit 99.1 NEOMEDIA ANNOUNCES CHANGE OF AUDITORS FT. MYERS, FL, June 7, 1999 - NeoMedia announced that KPMG LLP will no longer act as the Company's auditors. There were no disagreements between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. The Company is in the process of interviewing accounting firms. NeoMedia was founded in 1989. Its common stock trades on the NASDAQ Small Cap Market under the symbol NEOM. NeoMedia provides proprietary software for document management and production systems, the migration of programs and databases from closed system to open system platforms including Year 2000 conversions and solutions, and unique Internet software that links physical objects, such as paper, to corresponding electronic information: Linking the Worlds of Print and Electronic Media(SM). Additional information is available on the Internet at WWW.NEOM.COM. THIS PRESS RELEASE CONTAINS CERTAIN 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. All product names used are trademarks or servicemarks of NeoMedia Technologies, Inc. EX-99.2 3 NeoMedia Technologies, Inc. Exhibit 99.2 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for NeoMedia Technologies, Inc. and, under the date of March 12, 1999, we reported on the consolidated financial statements of NeoMedia Technologies, Inc. and subsidiaries (collectively referred to as the "Company") as of and for the years ended December 31, 1998 and 1997. On May 28, 1999, we resigned. We have read the Company's statements included under Item 4 of its Form 8-K dated June 7, 1999, and we agree with such statements, except that we are not in a position to agree or disagree with the Company's statements that: 1. Our May 28, 1999 resignation letter was received by the Company on June 1, 1999; 2. The Company is in the process of interviewing several accounting firms to succeed KPMG LLP as independent auditors of the Company. We make no comment as to statements made by the Company in its press release which has been included as Exhibit 99.1 of the Form 8-K. /s/ KPMG LLP June 7, 1999 Miami, Florida cc: Mr. Charles T. Jensen NeoMedia Technologies, Inc. -----END PRIVACY-ENHANCED MESSAGE-----