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