-----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, LP2xHxKAL/WYwiRGnRK7KiwRWq3FVnV0qp9tee42VcUCatZmJjxDJr5x2gZHk0GJ aU8VKPF9V6UXLkaq8xk2/Q== 0001144204-05-006370.txt : 20050301 0001144204-05-006370.hdr.sgml : 20050301 20050301160700 ACCESSION NUMBER: 0001144204-05-006370 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050225 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050301 DATE AS OF CHANGE: 20050301 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: 05650358 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 v013679_8k.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): February 25, 2005 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. OTHER EVENTS On February 25, 2005, NeoMedia invested $250,000 in exchange for 8,333,333 shares of Pickups Plus, Inc. ("PUPS")(OTCBB:PUPS) restricted common stock. PUPS is a retail operator and franchiser of retail automotive parts and accessories stores catering to the light truck market, and also provides new vehicle preparation, environmental protection packages, detailing and reconditioning products and services. Also on February 25, 2005, NeoMedia signed two non-binding letters of intent (individually, an "LOI" and collectively the "LOIs") to acquire up to 100% of Automotive Preservation, Inc. ("AP"), a distributor of automotive paint and accessory products, from AP's parent company, PUPS. The first LOI calls for NeoMedia to initially acquire 30% of AP for $1,600,000, to be paid $600,000 in cash, $554,000 in shares of NeoMedia restricted common stock, and $446,000 through the assumption of AP debt by NeoMedia. Under the second LOI, upon completion of the acquisition of the initial 30% of AP by NeoMedia, NeoMedia would have the option to acquire an additional 30% of AP for $1,650,000, payable in shares of NeoMedia restricted common stock. The second LOI also gives NeoMedia the option to purchase the final 40% of AP for either: (i) $2,200,000, payable in shares of NeoMedia restricted common stock, if NeoMedia exercises this right within 12 months of acquiring the second 30% of AP, or (ii) a price equivalent to AP's previous quarter EBITDA multiplied by 8, payable in shares of NeoMedia restricted common stock. Both LOIs are non-binding and subject to due diligence by NeoMedia and AP. NeoMedia's press release with respect to the investment and letters of intent is attached hereto as exhibit 16.3. 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: February 28, 2005 By:/s/ Charles T. Jensen ----------------- ------------------------ Charles T. Jensen, President, Chief Executive Officer, Chief Operating Officer and Director EXHIBIT INDEX Exhibit Document ------- -------- 16.1 Form of Letter of Intent between NeoMedia and Auto Preservation, Inc., for NeoMedia to acquire initial 30% of Auto Preservation, Inc. 16.2 Form of Letter of Intent between NeoMedia and Auto Preservation, Inc., for NeoMedia to acquire remaining 70% of Auto Preservation, Inc. 16.3 Press release dated March 1, 2005 EX-16.1 2 v013679_ex16-1.txt EXHIBIT 16.1 ____________, 2005 Merritt Jesson President & CEO Pickups Plus, Inc. 4360 Ferguson Drive, Suite 102 Cincinnati, OH 45245 Re: Letter of Intent Dear Mr. Jesson, NeoMedia Technologies, Inc. ("NEOM" or "Buyer") is pleased to provide you with this outline of terms ("Letter of Intent" or "LOI") to acquire a 30% interest in Auto Preservation, Inc. ("AP") a wholly owned subsidiary of Pickups Plus, Inc. ("PUPS" or "Seller"). 1. Overview. This Letter of Intent is intended to be non-binding on both parties. However, parties agree to enter into good faith negotiations and use its best efforts to execute a mutually agreeable, definitive agreement within thirty (30) days of the date last signed below. This Letter of Intent outlines the general terms and conditions for the Buyer to purchase 30% the Sellers AP business. Under an Asset Purchase Agreement, the Buyer will purchase a 30% interest in the assets that relate to operating the AP business at the closing. It is our intention to introduce our products through AP's distribution channels to include certain polishing compounds and our paint system as a whole. AP management will cooperate in everyway possible to facilitate this to include negotiations as needed with AI. AP will agree to purchase and fully implement a paint system at their location(s) in order to facilitate further sales of the system and training of future customers. The closing ("Closing") will be herein after defined as the date of execution of a definitive Asset Purchase Agreement and the delivery of the initial cash requirement under paragraph 2 below. 2. Purchase Price. The Buyer agrees to purchase a 30% interest in the assets required to operate and grow the Auto Preservation business (AP) from the Seller under the following terms: a) The Buyer agrees to purchase such assets from Seller, minus the current accounts receivable and bank accounts for a total purchase price of $1,600,000 to be paid as follows: o $600,000 in cash at the closing. o Assumption of $446,000 of PUPS existing debt to Cornell Capital. o The issuance of $554,000 of NEOM common stock. The shares of the Buyers common stock will have piggyback registration rights. b) Both parties agree that all assets of the Companies required to operate the AP business will be included in the transaction, but not limited to the following: o PUPS exclusive perpetual license for the use of the ValuGard name within the United States. o All current Distributor, Dealer, Detailers, Jobber and vendor agreements within the United States that belong to AP. o All computer software and hardware, customers, furniture, and fixtures related to the AP business. o Definitive Agreements. Both parties agree that this LOI will be non-binding on the Buyer and Seller to negotiate, execute and deliver a definitive agreement satisfactory to both Seller and Buyer ("Definitive Agreement"). Following the execution of the Letter of Intent, Buyer's counsel will prepare the Definitive Agreement. 3. Information. The Seller will afford, and will cause its certified public accountants, counsel and other representatives to afford, to Buyer and its accountants, counsel, agents and other authorized representatives, and to financial institutions specified by Buyer, a reasonable opportunity to conduct due diligence investigations of AP and its business and affairs. Buyer is aware that the Company's financial statements are audited. 4. Confidentiality. Buyer agrees to maintain in the strictest confidence any information supplied by Seller to Buyer as part of Buyer's due diligence and/or otherwise relating to the business activities of Seller. In the event that a definitive agreement between Buyer and Seller is not reached and the transaction contemplated by this Letter of Intent is not completed, then and in such event, Buyer agrees to refrain from using any information gained by Buyer in connection with its due diligence and/or review of Sellers confidential information. 5. Brokers or Finders. The Buyer and Seller represent to each other that there are no other brokers or finders in this transaction and no other broker or finder fees will be paid to any party. 6. Expenses. The parties hereto will bear their respective expenses in connection with preparing for and consummating the transactions contemplated by this Letter of Intent, and in conducting any due diligence investigation contemplated hereunder. Neither the Company nor the Sellers on the one hand, nor Buyer on the other will be liable to any other party for their expenses, damages or losses, if any, in the event that the Definitive Agreement is not executed for any reason. 7. Termination. Either party can terminate this Letter of Intent at any time for any reason whatsoever. 8. Governing Law. Any dispute related to this Letter of Intent, the Definitive Agreement or related documents will be governed by the laws in the State of Florida. This Letter of Intent will terminate on ___________, 2005, if not agreed to and accepted by the Seller. If the foregoing is acceptable, please indicate the same by executing and returning the enclosed counterpart of this Letter of Intent. We look forward to working with Auto Preservation. Regards, Approved this ___ day of _________, 2005 ___________________ ________________________ Charles T. Jenson Merritt Jesson CEO President & CEO NeoMedia Technologies Pickups Plus, Inc. EX-16.2 3 v013679_ex16-2.txt EXHIBIT 16.2 ___________, 2005 Merritt Jesson President & CEO Pickups Plus, Inc. 4360 Ferguson Drive, Suite 102 Cincinnati, OH 45245 Re: Letter of Intent Dear Mr. Jesson, NeoMedia Technologies, Inc. ("NEOM" or "Buyer") is pleased to provide you with this outline of terms ("Letter of Intent" or "LOI") for the options to purchase 30% and 40% of AP, a wholly owned subsidiary of Pickups Plus, Inc. and Pickups Plus' option to acquire of all of the outstanding shares of Automotive International, Inc. ("AI") from Pickups Plus, Inc. ("PUPS" or "Seller"). 1. Overview. This Letter of Intent is intended to be non-binding on both parties and commit the parties to enter into good faith negotiations with the objective of executing mutually agreeable, definitive agreements. This Letter of Intent outlines the general terms and conditions for the Buyer to have a twelve (12) month option to purchase 30% of the Sellers AP business with an option to purchase the final 40% within twelve (12) months after executing its purchase of the 30% of the Seller's AP business referenced above. In addition, the parties agree that upon the Buyers exercise of its option to purchase the final 40% of the Sellers AP business, the Seller will transfer its option or work with Buyer to execute its option to purchase all of the outstanding shares of AI, if that option has not been previously executed. Under an Asset Purchase Agreement, the Buyer will have the option to purchase the remaining interest in assets that relate to operating the AP business at the closing of the Buyers exercising its option to purchase the final 40% of the Sellers AP business. The closing ("Closing") will be herein after defined as the date of execution of a definitive Option Purchase Agreement and the delivery of any requirements under paragraph 2 below. 2. Purchase Price. Upon its exercise of its options, the Buyer agrees to purchase a 30% and the remaining 40% interest in Auto Preservation business (AP) and the Sellers option to purchase AI, from the Seller under the following terms: a) The Buyer agrees to purchase such assets from Seller under the following terms: o A total valuation of $5,500,000 was used for the initial sale of 30% interest in the assets and is the basis for the minimum purchase price for the remaining 70%, subject to adjustments referenced below. o Upon 30 days written notice, the Buyer will have the right to exercise its option to purchase 30% of the Sellers AP business at any time during the twelve month period defined above and to purchase the remaining 40% of the Sellers AP business within twelve months of the completion of its purchase of the 30% of the Sellers AP business. o The purchase price for the 30% interest of AP will be $1,650,000 payable in common stock of NEOM valued at the VWAP utilizing the ten days preceding the signing of the option purchase with piggy back registration rights. o The purchase price for the final 40% of the Sellers AP business, along with its option, if not already exercised, for its purchase of AI will be set at $2,200,000 if exercised within the first 12 months, otherwise it will be determined by taking AP's previous quarter EBITDA multiplying that by 4, then multiplying that by 5 times, and then taking 40% of that number. b) Both parties agree that the purchase price will be paid as follows: o Payment for the 40% option exercises will be in shares of Buyers common stock valued at the VWAP utilizing the ten days preceding the signing of the option purchase. These shares will have piggyback registration rights. o Both parties will have anti-dilution previsions. These anti-dilution provisions will apply to any funds that are placed into AP, by either NEOM or PUPS, where the total useable cash in the AP bank account is $100,000 at all times. If it is projected by the majority holder of the stock of AP that the minimum amount will fall below $100,000 at any time, then the majority holder of the AP stock will immediately notify the minority holder. The majority holder will advance funds into the AP bank account sufficient to satisfy the $100,000 minimum cash requirement and the minority share holder will have ten business days to place the same amount of funds into the bank account. If such funds are not matched, then the party making the investment into AP will have its percentage ownership adjusted upward utilizing the initial valuation placed on AP by the Seller. Additionally, the Buyer will provide and supervise all business functions of AP only at such time as it exercises and completes its purchase of 60% of the Sellers AP business. c) Both parties agree that all assets of the Companies required to operate the AP business will be included in the transaction, but not limited to the following: o PUPS exclusive perpetual license for the use of the ValuGard name within the United States. o All current Distributor, Dealer, Detailers, Jobber and vendor agreements within the United States that belong to AP. It is further agreed that NEOM and PUPS will work together in the development of a marketing plan so as not to compete with each other within the United States. o All computer software and hardware, customers, furniture, and fixtures related to the AP business. 3. Option to Purchase AI. Upon the Buyers exercise and payment of all its options for the purchase of the 100% interest in AP, or by making a cash purchase price of $2,000,000 during any of its option periods, the Seller will transfer its option to purchase Automotive International ("AI"). At that time the parties agree that they will work together to determine if the Buyer should fund the Sellers option to purchase AI or have the Buyer negotiate a separate agreement with AI that would supercede and replace the Sellers option. If the PUPS stock price is $0.25 or above at exercise only then would PUPS cover the buy-back clause. Buyer understands the Sellers option has many terms to it, some of which are as follows: o When PUPS exercises its option, then AI will have a one-time demand right for PUPS to buy-back all of the stock issued under the PUPS and AI asset purchase agreement for the price of $1,100,000. o PUPS agreed to purchase all shares of AI for a total purchase price of $4,300,000 to be paid as follows: o $1,300,000 in cash at the time it exercises its option. o PUPS would provide AI 14,285,714 (valued at $0.21) shares of the common stock of PUPS. NEOM would either negotiate the replacement of PUPS for NEOM stock or purchase such PUPS stock. o The number of the PUPS shares is based on the PUPS current shares outstanding and both parties agreed that if PUP's shareholders authorize a reverse split of its shares then the above number of shares would be affected on that same basis. o All assets of AI will be included in transactions including but not limited to the following; all agreements, all computer software and hardware, names, trademarks, Internet sites, customers, furniture, fixtures, and patents. 4. Existing PUPS Management. The Buyer agrees to offer key management consulting agreements. 5. Restrictive Covenant. The Seller agrees to sign a non-compete agreement that stipulates that for a five (5) year period after the Closing of AP, the Seller shall not, directly or indirectly: a) conduct or be involved in any business relating to the application of warranty chemicals or automotive accessories; b) solicit any customer or vendor, or induce any customer or vendor to discontinue or alter its relationship with the Companies; or c) recruit, solicit or hire any employee or induce or attempt to induce any employee to terminate or alter its relationships with the Companies. o Definitive Acquisition Agreements. Both parties agree that this LOI will be non-binding Following the execution of the Letter of Intent, Buyer's counsel will prepare the Definitive Acquisition Agreement. The parties both agree that they will use their best efforts to execute the Definitive Agreement within 90 days. The Buyer and Seller agree that this LOI contains the fundamental financial terms and conditions of the enclosed transactions 6. Information. The Seller will afford, and will cause its certified public accountants, counsel and other representatives to afford, to Buyer and its accountants, counsel, agents and other authorized representatives, and to financial institutions specified by Buyer, a reasonable opportunity to conduct acquisition due diligence investigations of AP and its business and affairs. Buyer is aware that the Company's financial statements are audited. 7. Confidentiality. Buyer agrees to maintain in the strictest confidence any information supplied by Seller to Buyer as part of Buyer's due diligence and/or otherwise relating to the business activities of Seller. In the event that a definitive agreement between Buyer and Seller is not reached and the transaction contemplated by this Letter of Intent is not completed, then and in such event, Buyer agrees to refrain from using any information gained by Buyer in connection with its due diligence and/or review of Sellers confidential information, and further agrees to refrain from competing with Seller in any territories or with any customer who Seller is currently servicing. 8. Brokers or Finders. The Buyer and Seller represent to each other that there are no other brokers or finders in this transaction and no other broker or finder fees will be paid to any party. 9. Expenses. The parties hereto will bear their respective expenses in connection with preparing for and consummating the transactions contemplated by this Letter of Intent, and in conducting any due diligence investigation contemplated hereunder. Neither the Company nor the Sellers on the one hand, nor Buyer on the other will be liable to any other party for their expenses, damages or losses, if any, in the event that the Definitive Acquisition Agreement is not executed for any reason. 10. Termination. Either party can terminate this Letter of Intent at any time for any reason whatsoever except as provided under paragraph 6 herein. 11. Governing Law. Any dispute related to this Letter of Intent or the Definitive Acquisition Agreement or related documents will be governed by the laws in the State of Florida. This Letter of Intent will terminate on _________, 2005, if not agreed to and accepted by the Seller. If the foregoing is acceptable, please indicate the same by executing and returning the enclosed counterpart of this Letter of Intent. We look forward to working with Automotive International. Regards, Approved this ___ day of ________, 2005 - ------------------- ------------------------ Charles T. Jenson Merritt Jesson CEO President & CEO NeoMedia Technologies Pickups Plus, Inc. EX-16.3 4 v013679_ex16-3.txt EXHIBIT 16.3 For Immediate Release Press Contacts: David A. Dodge Sean Hayes David A. Kaminer NeoMedia Technologies, Inc. Pickups Plus, Inc. The Kaminer Group +(239) 337-3434 +(860) 633-0377 +(914) 684-1934 ddodge@neom.com shayes@pickupsplus.com dkaminer@kamgrp.com - --------------- ---------------------- ------------------- NeoMedia, Pickups Plus Sign LOIs Outlining Terms for NeoMedia to Acquire Interest in Auto Preservation Subsidiary FT. MYERS, Fla., and CINCINNATI, March 1, 2005 - NeoMedia Technologies, Inc. (OTC BB: NEOM), and Pickups Plus, Inc. (OTC BB: PUPS) said today that they have signed two non-binding Letters of Intent outlining steps for NeoMedia to acquire an interest in Auto Preservation, Inc., a wholly-owned subsidiary of Cincinnati-based Pickups Plus. David A. Dodge, NeoMedia's vice president, CFO and controller, said that the completed acquisition "would be aimed at leveraging the synergies offered by Auto Preservation, with the potential to immediately and significantly increase distribution and brand recognition for products and services from NeoMedia's Micro Paint Repair business unit." Auto Preservation (AP) is a single-source provider to automotive dealerships for new vehicle preparation, environmental protection packages, detailing and reconditioning products and services. Many of largest vehicle manufacturers in the world, including General Motors(R), Ford(R), Daimler Chrysler(R), Toyota(R), Mazda(R), Hyundai(R), Nissan(R), Renault(R), Saturn(R) and Saab(R), have relied on the Auto Preservation product line for their own use, for factory defect resolution, or have private-labeled AP's products for resale in their dealerships. The first non-binding LOI outlines terms by which NeoMedia acquires a 30 percent interest in AP for $1.6 million in cash, stock and assumption of debt. Mr. Dodge said a second signed LOI outlines the steps by which NeoMedia can acquire an additional 30 percent, and then the final 40 percent, of AP for a combined $3.8 million in stock. Completion of definitive agreements is subject to due diligence by both parties. In addition, Mr. Dodge said that NeoMedia has invested $250,000 in restricted stock in AP's parent company, Pickups Plus, Inc. `Gaining Distribution Network and Brands' Mr. Dodge said that gaining AP's in-place distribution network and brands were keys to the agreement. "Upon completion of this transaction," he said, "NeoMedia would have access to all of AP's current distributor, dealer, detailer, jobber and vendor agreements in the U.S., as well as the perpetual license for the use of the ValuGard(R) name within the U.S. This will provide major inroads for us in our expansion efforts for our NeoMedia micro paint repair business," he said. Acquired by NeoMedia in 2004, its micro paint repair system continues to evolve after more than a decade of research, development, manufacture and use. Chips, scratches, spots, blemishes and oxidized paint can all be corrected with the system, including problems with exotic pearlized paints, metallics and tri-coats. NeoMedia's system and process employ proprietary technology and safe materials, and is free from harmful isocyanates. `Companies Moving in the Same Direction' Sean Hayes, COO for Pickups Plus, said the agreement "represents another step in expanding both companies' product offerings and national distribution. "We have great synergy here," he said. "The combined offering of ValuGard protection products, and NeoMedia micro paint repair products allows franchisees, distributors and dealers to offer a full line of restoration and protection solutions to grow their customer bases." About NeoMedia Micro Paint Repair, Inc. NeoMedia Micro Paint Repair, Inc., is a business unit of NeoMedia Technologies, Inc. Formerly known as CSI International Inc. (www.csi-intl.com), the company specializes in products and services for the worldwide micro paint repair industry, including a system and processes utilizing proprietary technology. About NeoMedia Technologies, Inc. NeoMedia Technologies, Inc. (www.neom.com), is a developer and international marketer of software and patented technologies, including PaperClick(R) (www.PaperClick.com), PaperClick for Camera Cell Phones(TM) and the PaperClick Mobile Go-Window(TM), which link products, print, and physical objects directly to targeted online data,. NeoMedia also offers expertise in homeland security and e-authentication applications, and its Systems Integration Group specializes in providing expert-based IT consulting, hardware, and software solutions. About Automotive Preservation, Inc. Auto Preservation, Inc. (AP), is a single source provider to automotive dealerships for their new vehicle preparation, environmental protection packages, detailing and reconditioning products and services. Pick-Ups Plus, Inc.(OTC BB: PUPS, www.pickupsplus.com), the parent company of AP, is a retail operator and franchiser of retail automotive parts and accessories stores catering to the light truck market. 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 is a registered trademark, and PaperClick For Cell Phones and PaperClick Mobile Go-Window are trademarks of NeoMedia Technologies, Inc. Other trademarks are properties of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----