-----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, KhsmtGvkTcwhBBYS0YaJPFuIYemrGrMxXM8AjNSAiNLQaCySB1xdEbAFsRw2OKEF hc6iMD3slNuZn8KmhMuTwA== 0001144204-10-001910.txt : 20100113 0001144204-10-001910.hdr.sgml : 20100113 20100113215048 ACCESSION NUMBER: 0001144204-10-001910 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100111 FILED AS OF DATE: 20100113 DATE AS OF CHANGE: 20100113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANGELO MARK CENTRAL INDEX KEY: 0001271848 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21743 FILM NUMBER: 10526349 MAIL ADDRESS: STREET 1: 101 HUDSON STREET CITY: JERSEY CITY STATE: NJ ZIP: 07302 FORMER NAME: FORMER CONFORMED NAME: ANGELO MARC DATE OF NAME CHANGE: 20031202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YORKVILLE ADVISORS LLC CENTRAL INDEX KEY: 0001271849 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21743 FILM NUMBER: 10526350 BUSINESS ADDRESS: BUSINESS PHONE: 201 985 8300 MAIL ADDRESS: STREET 1: 101 HUDSON STREET CITY: JERSEY CITY STATE: NJ ZIP: 07302 ISSUER: 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 BUSINESS ADDRESS: STREET 1: CORPORATE CENTER II,SUITE 500 STREET 2: TWO CONCOURSE PARKWAY CITY: ATLANTA, STATE: GA ZIP: 30328 BUSINESS PHONE: 678-638-0460 MAIL ADDRESS: STREET 1: CORPORATE CENTER II,SUITE 500 STREET 2: TWO CONCOURSE PARKWAY CITY: ATLANTA, STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: DEVSYS INC DATE OF NAME CHANGE: 19960911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YA Global Investments CENTRAL INDEX KEY: 0001132874 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21743 FILM NUMBER: 10526351 BUSINESS ADDRESS: STREET 1: 101 HUDSON STREET STREET 2: SUITE 3606 CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: (201) 985-8300 MAIL ADDRESS: STREET 1: 101 HUDSON STREET STREET 2: SUITE 3606 CITY: JERSEY CITY STATE: NJ ZIP: 07302 FORMER NAME: FORMER CONFORMED NAME: CORNELL CAPITAL PARTNERS LP DATE OF NAME CHANGE: 20010119 3 1 v171344_ex.xml X0203 3 2010-01-11 0 0001022701 NEOMEDIA TECHNOLOGIES INC NEOM 0001132874 YA Global Investments 101 HUDSON STREET SUITE 3700 JERSEY CITY NJ 07302 0 0 1 0 0001271849 YORKVILLE ADVISORS LLC 101 HUDSON STREET SUITE 3700 JERSEY CITY NJ 07302 0 0 1 0 0001271848 ANGELO MARK 101 HUDSON STREET SUITE 3700 JERSEY CITY NJ 07302 0 0 1 0 Common Stock, par value $.01 36331729 D Series C 8% Convertible Preferred Stock 2009-02-15 Common Stock 14113 D Series D 8% Convertible Preferred Stock Common Stock 25000 D Secured Convertible Debenture 15.0% 2012-07-29 Common Stock 390000 D Secured Convertible Debenture 15.0% 2012-07-29 Common Stock 500000 D Secured Convertible Debenture 15.0% 2012-07-29 Common Stock 790000 D Secured Convertible Debenture 15.0% 2012-07-29 Common Stock 137750 D Secured Convertible Debenture 10.0% 2012-07-29 Common Stock 5000000 D Secured Convertible Debenture 14.0% 2012-07-29 Common Stock 2325000 D Secured Convertible Debenture 14.0% 2012-07-29 Common Stock 2325000 D Secured Convertible Debenture 14.0% 2012-07-29 Common Stock 294000 D Secured Convertible Debenture 14.0% 2012-07-29 Common Stock 715000 D Secured Convertible Debenture 14.0% 2012-07-29 Common Stock 535000 D Secured Convertible Debenture 14.0% 2012-07-29 Common Stock 475000 D Secured Convertible Debenture 14.0% 2012-07-29 Common Stock 1775000 D Secured Convertible Debenture 10.0% 2010-07-29 Common Stock 2500000 D Secured Convertible Debenture 13.0% 2012-07-29 Common Stock 7458651 D Warrant 0.02 2011-08-31 Common Stock 20000000 D Warrant 0.02 2011-08-31 Common Stock 30000000 D Warrant 0.02 2011-02-28 Common Stock 25000000 D Warrant 0.02 2011-08-31 Common Stock 50000000 D Warrant 0.02 2011-08-24 Common Stock 25000000 D Warrant 0.02 2011-08-24 Common Stock 50000000 D Warrant 0.02 2011-08-24 Common Stock 50000000 D Warrant 0.02 2011-12-29 Common Stock 42000000 D Warrant 0.02 2012-03-26 Common Stock 125000000 D Warrant 0.0175 2013-05-16 Common Stock 7500000 D Warrant 0.01 2013-06-02 Common Stock 50000000 D Warrant 0.02 2013-07-29 Common Stock 100000000 D Warrant 0.01 2013-07-29 Common Stock 100000000 D Warrant 0.01 2013-07-29 Common Stock 125000000 D YA Global Investments, L.P. ("YA Global") directly owns 36,331,729 shares of Common Stock. As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the 36,331,729 shares of Common Stock beneficially owned by YA Global. As the president of Yorkville, the investment manager to YA Global, and as the portfolio manager to YA Global, Mark Angelo ("Angelo") may be deemed to beneficially own the 36,331,729 shares of Common Stock beneficially owned by YA Global. These derivative securities are presently exercisable, however each of the identified derivative securities has a cap, which prevents the holder of each derivative security from converting and/or exercising it if such conversion and/or exercise would cause the aggregate number of shares of Common Stock beneficially owned by such holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such conversion and/or exercise of the derivative security. These derivative securities are Series D Share entitles Yorkville to vote on an as-converted basis with the holders of the Company's common stock, par value $0.01 per share ("Common Stock"), for a period of one hundred twenty (120) days following the effective date of the Series D Certificate, resulting in one hundred thousand (100,000) votes for each one (1) share of the Series D Shares. Commencing ninety (90) days from the effective date of the Series D Certificate, no holder of the Series D Preferred Shares shall be entitled to convert the Series D Preferred Shares to the extent, but not only to the extent, that such conversion would, upon giving effect to such conversion, cause the aggregate number of shares of Common Stock beneficially owned by such Holder to exceed 9.99% of the outstanding shares of the Common Stock following such conversion and/or exercise of the derivative security As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the convertible preferred stock beneficially owned by YA Global. As the president of Yorkville, the investment manager to YA Global, and as the portfolio manager to YA Global, Mark Angelo ("Angelo") may be deemed to beneficially own the put option right beneficially owned by YA Global. As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the convertible debenture beneficially owned by YA Global. As the president of Yorkville, the investment manager to YA Global, and as the portfolio manager to YA Global, Mark Angelo ("Angelo") may be deemed to beneficially own the put option right beneficially owned by YA Global. As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the warrant beneficially owned by YA Global. As the president of Yorkville, the investment manager to YA Global, and as the portfolio manager to YA Global, Mark Angelo ("Angelo") may be deemed to beneficially own the put option right beneficially owned by YA Global. Except for the 36,331,729 shares of Common Stock and the Derivative Securities beneficially owned by YA Global, the other Reporting Persons disclaim beneficial ownership of these securities except to the extent of his or its pecuniary interest, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose. N/A These derivative securities are presently exercisable, however each of the identified derivative securities has a cap, which prevents the holder of each derivative security from converting and/or exercising it if such conversion and/or exercise would cause the aggregate number of shares of Common Stock beneficially owned by such holder and its affiliates to exceed 9.99% of the outstanding shares of the Common Stock following such conversion and/or exercise of the derivative security. Each preferred share converts into 1,000 shares of common stock, priced at $0.50 or 97% of the lowest closing bid during the previous (125) trading days Each preferred share converts into 100,00 shares of common stock priced at $0.02 or 97% of the lowest closing bid during the previous (125) trading days $0.01 or 80% of the lowest bid for the previous (125) trading days. $0.015 or 80% of the lowest bid for the previous (125) trading days. $0.01 or 90% of the lowest bid for the previous (125) trading days. $0.02 or 95% of the lowest bid for the previous (125) trading days. $0.02 or 90% of the lowest bid for the previous (125) trading days. This report is filed jointly by YA Global Investments, L.P., Yorkville Advisors, LLC and Mark Angelo. /s/ Steven S. Goldstein By: Yorkville Advisors, LLC By: Steven S. Goldstein Its: Investment Manager 2010-01-12 /s/ Steven S. Goldstein By: Yorkville Advisors, LLC By: Steven S. Goldstein Its: Investment Manager 2010-01-12 /s/ Mark Angelo 2010-01-12 -----END PRIVACY-ENHANCED MESSAGE-----