0001021408-01-508923.txt : 20011031 0001021408-01-508923.hdr.sgml : 20011031 ACCESSION NUMBER: 0001021408-01-508923 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011024 ITEM INFORMATION: Changes in registrant's certifying accountant FILED AS OF DATE: 20011029 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: 1934 Act SEC FILE NUMBER: 000-21743 FILM NUMBER: 1769154 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 d8k.txt FORM 8-K 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 24, 2001 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. ----------------------------------------------------- Effective October 24, 2001, NeoMedia Technologies, Inc. dismissed Arthur Andersen LLP, as its independent accountants, and engaged Stonefield Josephson, Inc as its new independent accountants. Arthur Andersen LLP's audit report on the Company's financial statements for the year ended December 31, 1999, did not contain an adverse opinion or disclaimer of opinion, and no such report was qualified or modified as to uncertainty, audit scope, or accounting principles. Arthur Andersen LLP's audit report on the Company's financial statements for the year ended December 31, 2000, 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 the year ended December 31, 2000, contained an uncertainty that stated, "the accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and the current cash position of the Company raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The 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, 2000 and 1999 and the subsequent interim period through June 30, 2001, there were no disagreements between the Company and Arthur Andersen LLP 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 to the subject matter of the disagreement in their report. During the Company's two most recent fiscal years ended December 31, 2000 and 1999 and the subsequent interim period through June 30, 2001, there were no reportable events. The Company announced that it has engaged Stonefield Josephson, Inc., to succeed Arthur Andersen LLP as independent auditors of the Company. 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 27, 2001 By: /s/ Charles T. Jensen ---------------- --------------------- Charles T. Jensen, Vice President, Chief Financial Officer, Treasurer and Director 3 EXHIBIT INDEX Sequential Exhibit Page Number Document ----------- -------- 5 01.1 Arthur Andersen LLP's letter dated October 24, 2001, in response to the registrant's Form 8-K filed October 29, 2001 4 EX-1.1 3 dex11.txt ARTHUR ANDERSEN LLP LETTER NeoMedia Technologies, Inc. Exhibit 01.1 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 October 24, 2001 Dear Sir/Madam, We have read the three paragraphs of Item 4 included in the Form 8-K dated October 24, 2001, of NeoMedia Technologies, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ Arthur Andersen LLP Copy to: Charles T. Jensen 5