-----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, Bs8Aqqx9yB71FDWJhvEH8Wp/58xlKIQnNl27SqMPKebBWDLybqD5RWqirWTB4KoG TmqbvFvETlAi4IKMfLDjtA== 0001144204-03-007035.txt : 20031113 0001144204-03-007035.hdr.sgml : 20031113 20031113093116 ACCESSION NUMBER: 0001144204-03-007035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031110 ITEM INFORMATION: Other events FILED AS OF DATE: 20031113 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: 03995916 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 form8k.txt 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, 2003 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 402, Fort Myers, Florida 33901 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (239) - 337-3434 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, including Area Code) Item 5. Other Events. On November 10, 2003, NeoMedia Technologies, Inc. ("the Company") announced that that it has signed a non-binding letter of intent (the "LOI") to acquire CSI International, Inc. ("CSI"), of Calgary, Alberta, Canada, a private technology products company in the micro paint repair industry. The LOI calls for the issuance of 7,000,000 shares of the Company's common stock to be issued in exchange for all outstanding shares of CSI. In addition, the Company will pay $3.5 million cash. The acquisition is subject to completion of due diligence by both sides, as well as Board approval and other conditions. 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 12, 2003 By: /s/ Charles T. Jensen ----------------- ------------------------------ Charles T. Jensen, President, Chief Operating Officer, Acting Chief Executive Officer and Director EXHIBIT INDEX Sequential Exhibit Page Number Document - ----------- -------- 5 03.1 Memorandum of Terms for proposed transaction between NeoMedia Technologies, Inc., and CSI International, Inc. 9 03.2 Press release dated November 10, 2003 EX-3.1 3 ex3_1.txt EXHIBIT 03.1 MEMORANDUM OF TERMS PROPOSED TRANASACTION BETWEEN NEOMEDIA TECHNOLOGIES, INC. AND CSI The terms set forth on the Memorandum of Terms are interdependent, and no single aspect of the Memorandum of Terms should be considered or valued on a stand-alone basis. CSI and NeoMedia intend to complete a transaction to substantially enhance their respective shareholder values. CSI and NeoMedia seek to: 1. Merge CSI with NeoMedia Technologies in an exchange of common stock. 2. Centralize administrative and management functions. 3. Enhance shareholder value through the increase of cash flow and providing expansion capital. To effectuate these goals, NeoMedia and CSI would: Action Steps NEOMEDIA would - -------------- 1. Exchange of Shares: Obtain shareholder approvals as required. Additionally, NeoMedia would obtain from CSI shareholders a legal majority of its shares to be exchanged for shares of common stock in NeoMedia Technologies, Inc. The exchange would be completed on the business day subsequent to shareholder approval. NEOM will issue to CSI cash of $3.5 million (U.S.) and 7 million shares of NEOM common stock. 2. Management and Administration: NeoMedia will consolidate all senior management and overall administrative functions. The accounting, legal, treasury, and Human Resources functions will be combined and headquartered at its Ft. Myers, Florida home office. Additionally, the current Board of Directors of NeoMedia Technologies will remain the surviving Board of Directors for the combined entity. NEOM will operate CSI, post merger, as a subsidiary or division of the parent company. NEOM agrees not to insert personnel into the infrastructure of CSI or to unilaterally make management changes within CSI as long as CSI meets a mutually agreed upon financial goal for revenue and / or earnings. CSI will be accountable to a specified position, mutually agreed upon, for a minimum specified period of time. 3. Stock Option Plan: NEOM will include eligible CSI employees in its Stock Option Plan upon final merger of both companies. 4. Due Diligence: NeoMedia will conduct its due diligence utilizing both internal and outside professionals, as it requires. It will bear the costs of its own due diligence, which will include, but not be limited to, legal and accounting costs. I will also obtain a Fairness Opinion. CSI would - --------- Obtain the necessary approval from shareholders in order to effectuate a merger with NeoMedia Technologies. Additionally, convert all outstanding debt, other than trade payables and those mutually agreed upon by both parties, and all shares of preferred stocks into shares of common stock of CSI prior to the merger with NeoMedia Technologies. CSI will run its day to day operations and provide on-site management and administrative responsibilities and retain its headquarters in Calgary, Alberta, Canada. Additionally, CSI will retain its on-site accounting manager who will report to the current CFO of NEOM. CSI agrees to provide financial data and projections as requested by NEOM and to execute, on the part of senior management, a non-compete. CSI will operate, post merger, as a subsidiary or division of NEOM. CSI agrees to not hire additional personal without the written permission of NEOM subsequent to the execution of the LOI. Such permission will not be unreasonably withheld. CSI will be accountable to a specified position, mutually agreed upon, for a minimum specified period of time. CSI employees who become NeoMedia Technology employees will be eligible to participate in the employee stock option plan. CSI will conduct its due diligence utilizing both internal and outside professionals, as it requires. It will bear the costs of its own due diligence, which will include, but not be limited to, legal and accounting costs and a Fairness Opinion, if necessary. Additionally, CSI will be required to complete, prior to the merger, audited financials for the last two fiscal years. Additionally, CSI warrants that it has no outstanding lawsuits nor has received correspondence relating to potential lawsuits. CSI will terminate any open management contracts prior to the merger. The final agreement will set forth the terms and conditions for both NeoMedia and CSI and contain representations and warranties, covenants and indemnities consistent with transactions of this type. This merger is subject to an affirmative vote from the board of directors of each company and the satisfactory completion of due diligence by both companies. The LOI will be signed as soon as practicable, but no later than Nov 08, 2003, subject to extension by written mutual consent or to satisfy any regulatory requirements. 5. Management Contracts: NeoMedia has a policy of no management contracts. 6. Issuance of Shares: NeoMedia will issue additional shares of its stock as required in the normal course of business. Acquisition The final agreement will set forth the terms and conditions for both NeoMedia and CSI and contain Agreement: representations and warranties, covenants and indemnities consistent with transactions of this type. Approvals: This merger is subject to an affirmative vote from the board of directors of each company and the satisfactory completion of due diligence by both companies. Closing: The LOI will be signed as soon as practicable, but no later than Nov 08, 2003, subject to extension by written mutual consent or to satisfy any regulatory requirements.
Dated: Nov. 7, 2003 Dated: Nov 8 - 2003 ------------ ------------ /s/ Charles T. Jensen /s/ Blair McInnes - --------------------------- --------------------------------- Charles T. Jensen Blair McInnes CEO, NeoMedia Technologies Chairman of the Board, CSI EX-3.2 4 ex3_2.txt EXHIBIT 03.2 Press Contacts: Charles T. Jensen David A. Kaminer - --------------- NeoMedia Technologies, Inc. The Kaminer Group (239) 337-3434 (914) 684-1934 cjensen@neom.com dkaminer@kamgrp.com NeoMedia Technologies, Inc., to Acquire CSI International, Inc., Private Canadian Company and Strategic Alliance Partner with DuPont FT. MYERS, FL, Nov. 10, 2003 - NeoMedia Technologies, Inc. (OTC BB: NEOM), today announced plans to acquire CSI International Inc., of Calgary, Alberta, Canada, a private technology and products company in the micro paint repair industry, where NeoMedia plans to build on well-established inroads for sales of its technology to automotive and chemical multinationals. Charles T. Jensen, NeoMedia's president, COO and acting CEO, said a Letter of Intent has been signed outlining terms for the acquisition of CSI through a combination of cash ($3.5 million) and NeoMedia common stock (7 million shares). The acquisition is dependent on due diligence by both companies. Strategic Alliance with DuPont "CSI has an ongoing strategic alliance with the Dupont(R) Automotive Finishing Division, plus other alliances and OEM agreements in the international micro paint repair industry," said Jensen. Jensen said that following the completion of the acquisition, senior management and overall administrative functions, including accounting, legal, treasury and human resources, will be consolidated in Fort Myers, with NeoMedia's current Board of Directors remaining unchanged. CSI, he said, would run day-to-day operations and provide on-site management in Calgary. Last month, NeoMedia completed acquisition of Secure Source Technologies, Inc., of Silver Spring, Maryland, a provider of security solutions and a pioneer in covert security technology for the manufacturing and financial services industries. The acquisition included seven U.S. patents and one Canadian patent. About NeoMedia Technologies, Inc. - --------------------------------- NeoMedia Technologies, Inc. (www.neom.com), is an innovator and international leader in print-to-Internet and other technologies which make information faster and easier to access, with expertise in homeland security and e-authentication applications. NeoMedia markets PaperClick? and PaperClick For Cell/Mobile Phones?, which link physical information and objects to the Internet, and its Systems Integration Group specializes in providing expert-based IT consulting, hardware, and software solutions. About CSI International, Inc. - ----------------------------- CSI International Inc. (www.csi-intl.com) is a 13-year-old Canadian company based in Calgary, Alberta, specializing in products and services for the worldwide micro paint repair industry. Privately-held, CSI offers a system and processes utilizing proprietary technology. This press release contains 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. PaperClick and PaperClick For Cell/Mobile Phones are trademarks of NeoMedia Technologies, Inc. Other trademarks are properties of their respective owners. ## -----END PRIVACY-ENHANCED MESSAGE-----