-----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, EdOBDukR9sQQK3xj4dxeHtLWuKzc9yt6eT0taOxhjWJNEfM1HmagasSJINsosnft n8mggh5/h/eOL5wnnpBB1Q== 0001144204-06-007087.txt : 20060221 0001144204-06-007087.hdr.sgml : 20060220 20060221132043 ACCESSION NUMBER: 0001144204-06-007087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060217 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20060221 DATE AS OF CHANGE: 20060221 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: 06632257 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 v036203_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 17, 2006 NEOMEDIA TECHNOLOGIES, INC. --------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-21743 36-3680347 - ---------------------------- ------------------------ ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer Incorporation) Identification No.) 2201 Second Street, Suite 600, 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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS Completion of Acquisition of Mobot, Inc. On February 9, 2006, NeoMedia Technologies, Inc. ("NeoMedia) and Mobot, Inc. (www.mobot.com) ("Mobot") signed a definitive merger agreement (the "Agreement") under which NeoMedia acquired all of the outstanding shares of Mobot in exchange for $3,500,000 cash and $6,500,000 in shares of NeoMedia common stock. The $6,500,000 cash portion of the purchase price is represented by 16,931,493 shares of NeoMedia common stock, calculated by dividing $6,500,000 by the volume-weighted average closing price of NeoMedia common stock for the ten day up to and including February 8, 2006. On February 17, 2006, NeoMedia and Mobot completed the closing requirements and the acquisition became effective. Mobot is a pioneer in visual search and recognition technology designed to make marketing effective and innovative using mobile devices. Launched in 2004 to help companies cultivate rewarding relationships with the world's 1.5 billion mobile phone users, Mobot gives marketers, content providers and carriers the tools to make it easy for any consumer with a camera phone to interact with their offerings. On February 21, NeoMedia included the announcement of the closing of the Mobot acquisition in a press release, which is attached hereto as Exhibit 16.1. 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: February 21, 2006 By: /s/ Charles T. Jensen ----------------- ------------------------------------ Charles T. Jensen, President, Chief Executive Officer and Director 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 16.1 Press release dated February 21, 2006 4 EX-16.1 2 v036203_ex16-1.txt Exhibit 16.1 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 Completes Acquisition of Mobile Visual Search Pioneer Mobot, Inc. FORT MYERS, Fla., Feb. 21, 2006 - NeoMedia Technologies, Inc. (OTC BB: NEOM), an innovator in wireless services and patented technologies that provide automatic links to Mobile Internet-based content and information, said today that it has completed the acquisition of Mobot(R), Inc., of Lexington, Mass., a pioneer in mobile visual recognition technology. Charles T. Jensen, NeoMedia's president and CEO, said the acquisition was completed on February 17th for an aggregate of $10 million in cash and NeoMedia stock. Mobot will remain in Lexington, with its founder Russell Gocht remaining CEO, reporting to Martin Copus, NeoMedia's COO and chief executive of NeoMedia's PaperClick(R) (www.Paperclick.com) wireless business unit. Mobot's visual search technology connects mobile consumers with international brands, including L'Oreal(R), Samsung(R) and Saturn(R), major media companies, including ELLEgirl(R), VIBE(R) and JANE(R) magazines and leading music labels, including WEA (Warner Music Group's U.S. sales and retail marketing company). Mobot campaigns require no changes to existing visual media and work seamlessly with all wireless carriers. "By acquiring Mobot and pairing its leading-edge applications and products with our patented technology platform, NeoMedia has brought together and pooled the collective talents of two mobile marketing industry leaders and innovators," said Mr. Jensen. About NeoMedia Technologies, Inc. NeoMedia Technologies, Inc. (www.neom.com), is a developer and international marketer of software and patented technologies, including the PaperClick (www.PaperClick.com) platform, PaperClick for Camera Phones(TM) and the PaperClick Mobile Go-Window(TM) which provide One Click To Content(TM) connectivity for products, print and physical objects to link directly to specific desired content on the mobile Internet. NeoMedia also offers a variety of mobile enterprise solutions, including 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 Mobot, Inc. Mobot, Inc. (www.mobot.com), is a leader in visual search and recognition technology designed to make marketing effective and innovative using mobile devices. Launched in 2004 to help companies cultivate rewarding relationships with the world's 1.5 billion mobile phone users, Mobot gives marketers, content providers and carriers the tools to make it easy for any consumer with a camera phone to interact with their offerings. 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 Camera Phones, PaperClick Mobile Go-Window and One Click to Content are trademarks of NeoMedia Technologies, Inc. Mobot is a registered trademark and Mobot.com is a trademark of Mobot, Inc. Other trademarks are properties of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----