-----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, S0u/XHd2cUQJhug7ioMEo8aWt8DgzaZsB+bp/IKFVCr5eTlR+HPdDWd1ige7PDlI nb9jfyX1JkCjX1zF6+H57A== 0001144204-06-011347.txt : 20060323 0001144204-06-011347.hdr.sgml : 20060323 20060323133833 ACCESSION NUMBER: 0001144204-06-011347 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060321 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20060323 DATE AS OF CHANGE: 20060323 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: 06705748 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 v038477_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): March 21, 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 (Zip Code) Offices) (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 BSD SOFTWARE, INC. On December 21, 2004, NeoMedia Technologies, Inc. ("NeoMedia") (OTCBB:NEOM) and BSD Software Inc. ("BSD") (OTCBB: BSDS) signed a definitive Agreement and Plan of Merger (the "Agreement"), under which NeoMedia agreed to acquire all of the outstanding shares of BSD. Pursuant to the terms of the Agreement, BSD will be merged with and into NeoMedia Telecom Services, Inc., a wholly-owned subsidiary of NeoMedia. The separate corporate existence of BSD shall cease, and NeoMedia Telecom Services, Inc. shall continue as the surviving corporation. On March 21, 2006, NeoMedia and BSD completed the closing requirements and the merger became effective. In exchange for all of the outstanding shares of BSD, NeoMedia will issue 7,123,698 shares of its common stock, valued at $0.3467, which is the volume-weighted average closing price of NeoMedia stock for the five days prior to the effective time of the merger. Each BSD shareholder will receive approximately 0.2019 share of NeoMedia common stock for each share of BSD common stock held. BSD shareholders will receive written communication from NeoMedia with instructions regarding the exchange of their BSD shares for NeoMedia shares. BSD owns 90% of the outstanding shares of Triton Global Business Services, Inc., a provider of live and automated operator calling services and e-business support, including billing, clearinghouse and information management services, to companies in the telecommunications industry. On March 23, 2006, NeoMedia issued a press release with respect to the completion of the merger, 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: March 22, 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 March 23, 2006 4 EX-16.1 2 v038477_ex16-1.txt EXHIBIT 16.1 For Immediate Release Press Contacts: David A. Dodge Guy Fietz David A. Kaminer NeoMedia Technologies, Inc. BSD Software/Triton Global The Kaminer Group (239) 337-3434 (403) 259-7580 (914) 684-1934 ddodge@neom.com gfietz@tritonglobal.ca dkaminer@kamgrp.com - --------------- ---------------------- ------------------- NEOMEDIA COMPLETES ACQUISITION OF BSD SOFTWARE, ACCELERATING THE LAUNCH OF ITS TELECOM SERVICES BUSINESS UNIT FORT MYERS, FLA., MARCH 23, 2006 - NEOMEDIA TECHNOLOGIES, INC. (OTC BB: NEOM) an innovator in market-driven technologies, said today that it has completed the acquisition of BSD Software Inc. (OTC BB: BSDS) and its operating entity, Triton Global Services, accelerating the launch of its NeoMedia Telecom Services business unit. The acquisition, the fifth closed by NeoMedia since February and its first in the telecom industry, was an all-stock transaction, with BSD shareholders receiving approximately $2.5 million in NeoMedia shares. NeoMedia and BSD/Triton had filed a joint registration/information statement with the Securities and Exchange Commission prior to the closing. Operating via the Internet from its Calgary, Alberta, Canada headquarters, Triton provides live and automated operator calling services and e-business support, including billing, clearinghouse and information management services, to telecom industry companies. For its fiscal year ending July 31, 2005, BSD reported revenues of $7.4 million and net income of $271,350. Through the first half of fiscal 2006 ended January 31, 2006, it had unaudited revenues of $4.3 million and net income of $9,675. Last March, BSD Software was named No. 151 in a listing of the Top 300 Tech Firms in Canada - known as the "Branham 300" - in Backbone Magazine, a leading Canadian technology publication. `EXCITING NEW ERA FOR NEOMEDIA' Charles T. Jensen, president and CEO of NeoMedia, called the completion of the acquisition of BSD and his company's entrance into the telecommunications industry "an exciting new era for NeoMedia. "NeoMedia has been anxious to participate in the telecom industry for some time, and first identified BSD as a very attractive candidate who could help accelerate our entrance into the marketplace back in 2004," Mr. Jensen said. "From the outset, we felt there were strong synergies that made this a viable transaction, as BSD and its Triton operating entity do business and have relationships with companies and in market sectors where NeoMedia has, or seeks to build, business and alliances. "Now, with BSD and Triton as part of our company, we intend to move forward quickly to build on their relationships, in Canada, in the U.S. and overseas." Mr. Jensen said that Guy Fietz, CEO of BSD Software and president of Triton, will now serve as vice president and general manager of NeoMedia Telecom Services, based at the previous BSD offices in Calgary. "We believe that the proven sales and marketing record of BSD/Triton will complement NeoMedia's growing group of companies and products," Mr. Fietz said. A $10 BILLION MARKET IN NORTH AMERICA The marketplace in which Triton specializes - billing for telecom service providers in U.S. and Canada -- is expected to generate $10.2 billion in 2006 (source, Pelorus Group). "By providing these proven services, and by expanding our offerings through Internet Protocol (IP)-based networks and payment solutions, Triton gained a substantial customer base in late 2005, including some of the world's largest providers of online dating and Web personals services," Mr. Fietz said. "Moving forward, Triton will seek to provide mobile solutions in Canada that leverage the talents and products of other recently-acquired NeoMedia companies in the mobile marketing industry, as well as by providing payment solutions to the NeoMedia group of companies around the world. ABOUT NEOMEDIA TECHNOLOGIES, INC. NeoMedia Technologies, Inc. (www.neom.com) is a diversified global company offering leading edge, technologically advanced products and solutions to its clients developed out of market-identified needs. From mobile marketing to telecom to auto rejuvenation, NeoMedia delivers powerful end-to-end solutions for companies and consumers built upon its solid family of patented products and processes, and management experience and expertise. ABOUT TRITON GLOBAL BUSINESS SERVICES INC. Triton Global Business Services Inc. (www.tritonglobal.ca) was incorporated in May 2002 and is a leading provider of billing, clearinghouse and information management services to the telecommunications industry. Triton's vision is to continue expanding its "live" and "automated" hospitality services while focusing on making emerging Web-based information and transaction services easier to access and pay for. Triton believes that to be a successful international service provider it must conduct business in the language required by the customer. 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. -----END PRIVACY-ENHANCED MESSAGE-----