-----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, GQfBFhFZwdqwny1ReYCus2dZBwydOaJFMKDDeBRrWNbtwTRFmlC3dGZuHcH5oAFm WFBMshsNePLkr2x7KnL7jw== 0001144204-03-008310.txt : 20031211 0001144204-03-008310.hdr.sgml : 20031211 20031211135218 ACCESSION NUMBER: 0001144204-03-008310 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031209 ITEM INFORMATION: Other events FILED AS OF DATE: 20031211 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: 031049201 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): December 9, 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 December 9, 2003, NeoMedia Technologies, Inc. ("NeoMedia") signed a non-binding letter of intent (the "LOI") to acquire Triton Global Business Services Inc. and its parent company, BSD Software Inc. (Pink Sheets: BSDS), both of Calgary, Alberta, Canada. The LOI outlined terms, including an exchange of one share of NeoMedia common stock for each share of BSD Software, not to exceed 40 million shares. The transaction is dependent on due diligence by both companies, approval by NeoMedia's Board of Directors, BSD Software's Board of Directors, shareholders, required regulatory approvals, and other conditions. Triton, formed in 1998 and acquired by BSD in 2002, is an Internet Protocol-enabled provider of live and automated operator calling services, e-business support, billing and clearinghouse functions and information management services to telecommunications, Internet and e-business service providers. 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: December 11, 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 3.1 Letter of Intent for proposed transaction between NeoMedia Technologies, Inc., and BSD Software, Inc. 10 3.2 Press release dated December 11, 2003 EX-3.1 3 ex3_1.txt EXHIBIT 3.1 MEMORANDUM OF TERMS PROPOSED TRANASACTION BETWEEN NEOMEDIA TECHNOLOGIES, INC. AND BSD Software, Inc. 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. BSD Software, Inc. (BSDS) and NeoMedia intend to consider an transaction to substantially enhance their respective shareholder values. BSDS and NeoMedia seek to: 1. Merge BSDS 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 from operations and patent licensing as well as by decreasing expenditures through centralization. To effectuate these goals, NeoMedia and BSDS would: Action Steps NEOMEDIA would BSDS would 1. Exchange of Shares: Obtain shareholder approvals as required. NeoMedia Obtain the necessary approval from would obtain from BSDS shareholders a legal shareholders in order to effectuate a merger majority of its shares to be exchanged for shares with NeoMedia Technologies. Additionally, of common stock in NeoMedia Technologies, Inc. convert all outstanding debt, other than The exchange ratio will be one share of NeoMedia trade payables and those mutually agreed upon Technologies common stock for each share of BSDS by both parties, and all shares of preferred stock.* Additionally, NEOM requires a proxy of stocks into shares of common stock of BSDS BSDS shares, on the part of management and major prior to the merger with NeoMedia shareholders, in favor of the proposed merger. Technologies. These shares would be exchanged for common shares of NEOM within ten days * - not to exceed 40 million total shares at subsequent to shareholder approval by the closing shareholders of NEOM and BSDS.
2. Management and Administration: NeoMedia will consolidate all senior management BSDS will run its day to day operations and and overall administrative functions. The retain its headquarters in Calgary, Alberta, accounting, legal, treasury, and Human Resources Canada. Additionally, BSDS will consolidate functions will be combined and headquartered at its entire accounting function at Ft. Myers its Ft. Myers, Florida home office. Additionally, under the direction of the current CFO of the current Board of Directors of NeoMedia NEOM. BSDS agrees to provide financial data Technologies will remain the surviving Board of and projections as requested by NEOM and to Directors for the combined entity. Subsequent to execute, on the part of senior management, a signing the LOI, NEOM agrees to lend BSDS funds, non-compete concurrent with the signing of to an amount and timetable at the sole discretion the LOI. of the CEO and CFO of NEOM. The funds will be utilized by BSDS to run its day to day operations. BSDS will operate, post merger, as a Such funds will be secured in an amount and form subsidiary or division of NEOM. agreeable to the CEO and CFO of NEOM. In the event that the merger fails to occur within eight months BSDS agrees to not hire additional personal, from the signing of this LOI, then NEOM will have execute agreements with agents outside of the right to convert its note into shares of BSDS BSDS or enter into any contractual or verbal common stock at a 30% discount to the closing bid obligation without the written permission of price of the stock on the date of cancellation of NEOM subsequent to the execution of the LOI. the LOI. Additionally, these shares will have Such permission will not be unreasonably piggy back registration rights. withheld. NEOM will operate BSDS, post merger, as a BSDS management will be accountable to a subsidiary or division of the parent mutually agreeable specified position within company. NEOM. NEOM agrees not to insert personnel into the infrastructure of BSDS or to unilaterally make BSDS will provide NEOM with the form of the management changes within BSDS as long as BSDS is option and warrant along with the number of within a mutually agreed upon financial goal for shares of common stock, options and warrants revenue and / or earnings. currently outstanding. Additionally, warrant and option holders will have their warrants BSDS management will report to a mutually or options converted into common shares of agreeable and specified position within NEOM. This NEOM. reporting will occur for a minimum specified period of time. BSDS would complete with its transfer agent cancellation of all disputed shares of common stock to include, but not be limited to, the singular transaction of approximately 9 million shares in dispute and currently being addressed.
3. Due Diligence: NeoMedia will conduct its due diligence BSDS will conduct its due diligence utilizing both internal and outside utilizing both internal and outside professionals, as it requires. It will bear professionals, as it requires. It will bear the costs of its own due diligence, which the costs of its own due diligence, which will include, but not be limited to, legal will include, but not be limited to, legal and accounting costs. and accounting costs and a Fairness Opinion, if necessary. 4. Management Contracts: NeoMedia has a policy of no management BSDS will terminate any open management contracts. contracts prior to the merger. Additionally, BSDS agrees to not hire, adjust salary levels or issue bonuses subsequent to 5. Issuance of Shares: signing the LOI unless mutually agreed to in writing by both NEOM and BSDS. NeoMedia will issue additional shares of its stock as required in the normal course of business. The final exchange rate for shares of BSDS with NeoMedia Technologies will be within ten business days subsequent to the approval of the merger by both NEOM and BSDS shareholders. Acquisition The final agreement will set forth the terms and conditions for both NeoMedia and BSDS 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, the satisfactory completion of due diligence by both companies and the approval of the shareholders of both companies. Closing: The LOI will be signed as soon as practicable, but no later than Dec. 8, 2003, subject to extension by written mutual consent or to satisfy any regulatory requirements. Dated: Dec 9, 2003 Dated: Nov 20, 2003 /s/ Charles T. Jensen /s/ Guy Fietz CEO, NeoMedia Technologies CEO, BSDS LETTER OF INTENT EXTENSION December 9, 2003 This letter grants a one day extension to the memorandum of terms for the proposed transaction between NeoMedia Technologies, Inc. and BSD Software Inc. Agreed by /s/ Charles T. Jensen CEO, NeoMedia Technologies, Inc. /s/ Guy Fietz CEO, BSD Software Inc. EX-3.2 4 ex3_2.txt EXHIBIT 03.2 For Immediate Release 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 Signs Letter of Intent to Acquire Triton Global Business Services/BSD Software, Publicly Held Providers of Services to Telecom, Internet and E-Business Companies FT. MYERS, FL, Dec. 11, 2003 - NeoMedia Technologies, Inc. (OTC BB: NEOM), said today that it has executed a non-binding Letter of Intent to acquire Triton Global Business Services Inc. and its parent company, BSD Software Inc. (Pink Sheets: BSDS), both of Calgary, Alberta, Canada. Triton, formed in 1998 and acquired by BSD in 2002, is an Internet Protocol-enabled provider of live and automated operator calling services, e-business support, billing and clearinghouse functions and information management services to telecommunications, Internet and e-business service providers. Charles T. Jensen, president, COO and acting CEO of NeoMedia, said a Letter of Intent has been signed outlining terms, including an exchange of one share of NeoMedia common stock for each share of BSD Software, not to exceed 40 million shares. The transaction, he said, is dependent on due diligence by both companies, approval by NeoMedia's Board of Directors, BSD Software's Board of Directors, shareholders, required regulatory approvals, and other conditions. Strong Synergies, Strong Relationships Jensen said that the keys to the proposed transaction were the strong synergies between NeoMedia and BSD Software. "Triton has forged and maintained relationships with companies and in industries where NeoMedia also has and seeks business and alliances," he said. "This is particularly true in telecom, where NeoMedia hopes to build on those relationships, in Canada, the U.S., and overseas." Guy Fietz, president of BSD Software and Triton, said he was "excited about being part of an innovative, public company with multinational relationships. NeoMedia and Triton/BSD seem a very good fit," he said. About NeoMedia Technologies, Inc. NeoMedia Technologies, Inc. (www.neom.com), is a developer and international marketer of software and patented technologies which link products, print, and physical objects directly to targeted online data, with expertise in homeland security and e-authentication applications. NeoMedia markets PaperClick(TM) and PaperClick For Cell/Mobile Phones(TM), 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 Triton Global Communications Inc. Triton Global Business Services Inc. (www.tritonglobal.ca) is a majority-owned subsidiary of BSD Software, and a next-generation Internet Protocol-enabled provider of live and automated operator calling services, e-business support, billing and clearinghouse functions and information management services to telecommunications, internet and e-business service providers. Triton focuses on helping clients improve profitability by enabling them to quickly deploy new services, streamline operations and make quicker, more informed business decisions. 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. -----END PRIVACY-ENHANCED MESSAGE-----