0001144204-10-018238.txt : 20100402 0001144204-10-018238.hdr.sgml : 20100402 20100402113627 ACCESSION NUMBER: 0001144204-10-018238 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100330 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100402 DATE AS OF CHANGE: 20100402 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: 10727133 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 8-K 1 v179937_8k.htm

UNITED STATES

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 30, 2010

NeoMedia Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-21743	36-3680347
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Concourse Parkway, Suite 500, Atlanta, GA	30328
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code:	(678) 638-0460

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

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:

¨	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 5.07 Submission of matters to a vote of security holders.

On March 30, 2010, NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), held a special meeting of its stockholders (the “Special Meeting”) in Atlanta, Georgia. At the Special Meeting, the Company’s stockholders approved, by the requisite number of votes, all proposals to amend the Company’s certificate of incorporation as follows:

To amend the Company’s certificate of incorporation to effect a 1 share for 100 shares reverse stock split of the Company’s outstanding common stock (the “Reverse Split Proposal”).

To amend the Company’s certificate of incorporation to fix the amount of authorized shares of common stock at 5,000,000,000 shares (the “Authorized Stock Proposal”); and

To amend the Company’s certificate of incorporation to effect a change in the Company’s common stock par value from $0.01 to $0.001 (the “Par Value Proposal”).

The results of the voting on the foregoing proposals were as follows:

Reverse Split Proposal

For		Against		Abstain		Broker Non-Votes
Common	Preferred(1)	Common	Preferred	Common	Preferred	Common	Preferred
494,982,484	2,500,000,000	763,087,107	0	7,763,840	0	2,899,564	0

(1) Series D Convertible Preferred Stock voting on an as-converted basis.

Authorized Stock Proposal

For		Against		Abstain		Broker Non-Votes
Common	Preferred(1)	Common	Preferred	Common	Preferred	Common	Preferred
471,882,383	2,500,000,000	787,720,442	0	9,130,170	0	0	0

(1) Series D Convertible Preferred Stock voting on an as-converted basis.

Par Value Proposal

For		Against		Abstain		Broker Non-Votes
Common	Preferred(1)	Common	Preferred	Common	Preferred	Common	Preferred
470,912,604	2,500,000,000	785,512,911	0	7,938,581	0	4,368,899	0

(1) Series D Convertible Preferred Stock voting on an as-converted basis.

The Company filed an amendment to its Certificate of Incorporation on April 1, 2010 to reflect the proposals which were approved by the Company's stockholders as summarized above. The Company is currently in the process of obtaining the requisite regulatory approvals to finalize the collective action and will promptly file a Current Report on Form 8-K upon their effectiveness, which the Company anticipates will occur on or about May 1, 2010.

Item 8.01 Other Events.

At the Special Meeting, the Company’s Chief Executive Officer, Iain A. McCready, and Chief Financial Officer, Michael W. Zima, delivered a presentation via slide show with respect to a general overview of business of the Company (the “Presentation”). The foregoing description of the Presentation does not purport to be complete and is qualified in its entirety by reference to the Presentation, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)

Not applicable.

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(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits:

EXHIBIT		DESCRIPTION		LOCATION
Exhibit 99.1		Slide show presentation delivered at the Company’s special meeting of stockholders on March 30, 2010		Provided herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2010	NEOMEDIA TECHNOLGIES, INC.

	By:	/s/ Michael W. Zima
	Name:	Michael W. Zima
	Its:	Chief Financial Officer

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EX-99.1 2 v179937_ex99-1.htm

EXHIBIT 99.1

Special Shareholders Meeting

Slide 1

Agenda

Finance Report

Progress Since last SH Call

Market Overview and Positioning

Strategy Going Forward

Q&A

Slide 2

Special Shareholders Meeting: Finance Report

Slide 3

2009 Operating Results

	Year Ended December 31,
	2009			2008
	(in thousands)

Revenues	$	1,662		$	1,046
Cost of revenues		1,557			1,257
Gross profit (deficit)		105			(211	)

Sales and marketing expenses		809			2,177
General and administrative expenses		3,942			5,406
Research and development costs		1,381			1,997
Impairment of investment		261			271
Operating loss		(6,288	)		(10,061	)

Gain on extinguishment of debt		-			2,405
Gain (loss) from change in fair value of hybrid financial instruments and derivitive liabilities		(57,951	)		1,223
Interest expense related to convertible debt		(3,139	)		(1,262	)

Loss from continuing operations	$	(67,378	)	$	(7,695	)

Loss per share from continuing operations, basic and diluted	$	(0.03	)	$	(0.01	)

Slide 4

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2009 Liquidity and Cash Flow

	Year Ended December 31,
	2009			2008
	(in thousands)

Cash and cash equivalents	$	198		$	1,259

Net cash used in operating activities	$	(4,202	)	$	(6,678	)
Net cash used in investing activities		(100	)		631
Net cash provided by financing activities		3,226			5,786
Effect of exchange rate changes on cash		15			105
Net (decrease) increase in cash	$	(1,061	)	$	(156	)

Slide 5

Special Shareholders Meeting: Operations Update

Slide 6

Last SH Call – What we said we would do

Implementing code-based programs utilizing NeoSphere and hardware scanning products to generate click volume and revenue;

Directly licensing our IP to help create scalable revenue by expanding the code creation base quicker than we can ourselves;

And working with strategic partners to supplement out own sales resources to again scale the ecosystem quicker than we can ourselves.

Slide 7

Achievements Since Last SH Call

Campaigns

–

Over 200 campaigns run in 2009

–

Nokia, VW, Mazda

Over 400 units of Exio II sold

Scanbuy

–

License with minimum royalties

Neustar: Mobile Operators & Marketing Agencies

BEMS: Telefonica and Latin America;

–

License with minimum royalties

–

Potential for other geographies

Sony Ericsson: Pre-Loads & Promotions

–

First handset shipped

–

Top 5 downloads

Renu Mobile

Slide 8

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The Market

Mobile barcode technology has been validated and is gaining momentum in the marketplace

Announcements soar and adoption rates grow

Ecosystems evolving

Neustar/GSMA, GS1, Google, Pepsi, Facebook, CBS

Indirect method validated and adopted by all main standards bodies

Education remains key

Slide 9

NeoMedia Market Positioning

Handsets (NeoReader)

Mobile Marketing Platforms (NeoSphere)

Clearinghouses & Registries (NeoSphere)

Mobile Operators

Apps & Service Providers

Slide 10

Strategy Going Forward

Work with Mobile and digital agencies, Handset manufacturers and carriers to drive technology adoption

License our IP or technology platforms where appropriate

Work with partners to drive the ecosystem and deliver real scale where we would be unable to do so ourselves

Further highlighting and activating mobile search capabilities

Generating more visibility and credibility for the brand through thought leadership programs, including a media and analyst tour in Europe and US in April

Slide 11

Thank You!

Slide 12

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