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