-----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, WV9GmxRLV0mKGmzB78NnQX9b1+EBoV1iNhZbVWdI6o+XoRM2t1W73n3D1FKmLfnz KDj9W8tlkSDAtlSXm6qV7w== 0001144204-11-012338.txt : 20110302 0001144204-11-012338.hdr.sgml : 20110302 20110302163317 ACCESSION NUMBER: 0001144204-11-012338 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110301 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110302 DATE AS OF CHANGE: 20110302 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: 11656707 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 v213258_8k.htm Unassociated Document
 

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: March 1, 2011
 
NeoMedia Technologies, Inc.
(Exact Name of Registrant as Specified in 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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Effective March 1, 2011 (the “Effective Date”), the Board of Directors (the “Board”) of NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), appointed Ms. Sarah Fay to serve as a member of the Board until the next annual meeting of the Company’s stockholders or until her successor is duly elected, qualified and seated. In addition to serving as a member of the Board, Ms. Fay will also serve as a member of the Audit, Compensation and Stock Option Committees of the Board.

Ms. Fay has served in several capacities, including Chief Executive Officer of Aegis Media North America, until May 11, 2009, and prior to that led Aegis’ brands Carat Interactive and Isobar. Ms. Fay currently serves as Chairman of the Board of Governors of DMG Group, a privately held event management organization serving the digital marketing industry, as well as a board member for five (5) privately held businesses, and as an advisory board member for three (3) privately held businesses, all providing services in the mobile/digital marketing, advertising and technology industries.

In addition to the standard compensation and benefits offered to non-executive Board members, including, without limitation, a retainer amount equal to $30,000 per annum plus $4,000 per quarterly and annual meeting attended, the Company granted to Ms. Fay, under the Company’s 2003 Stock Option Plan, options to purchase one hundred thousand (100,000) shares of the Company’s common stock at the fair market value price of the Company’s common stock at the date of grant. The options granted shall vest on a pro-rata monthly basis over an eighteen month period.
 
Also on March 1, 2011, the Board accepted notification of the retirement of James J. Keil as a member of the Board, such retirement becoming effective on June 30, 2011.
 
The Company issued a press release announcing the appointment of Ms. Fay and the pending retirement of Mr. Keil, a copy of which is attached hereto as Exhibit 99.1.
 
 
Item 9.01. Financial Statements and Exhibits
 
(a)           Not applicable.

(b)           Not applicable.

(c)           Not applicable.

(d)           Exhibits:

EXHIBIT
DESCRIPTION
LOCATION
Exhibit 99.1
Press Release
Provided herewith

 
 
 
 
 
SIGNATURES
 
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.
 
March 2, 2010
NEOMEDIA TECHNOLGIES, INC.
  
       
 
By:
/s/ Michael W. Zima   
    Name:  Michael W. Zima   
   
Its:        Chief Financial Officer
  
       
 
 
 
 
 
 EX-99.1 2 v213258_ex99-1.htm Unassociated Document
 
 
Exhibit 99.1

For Immediate Release
NeoMedia Appoints Sarah Fay to Board of Directors
Veteran media services expert Sarah Fay joins as James J. Keil retires after 15 years on the Board

Atlanta, March 2, 2011 - NeoMedia Technologies, Inc. (OTC BB: NEOM.OB), the global leader in mobile barcode scanning solutions, today announced that media industry veteran Sarah Fay has been appointed to the NeoMedia Board of Directors. Ms. Fay has two decades of experience in the media services industry, and will be a key member of the NeoMedia Board, working with the company’s leadership and other Board members to further NeoMedia’s role in the mobile barcode arena. She joins the company as long-standing Board member James J. (“JJ”) Keil announces his retirement.

Ms. Fay is a well-known voice in the advertising industry on the topics of digital marketing and media integration, as well as developing and implementing groundbreaking new models for advertising and media. She has helped to build one of the most recognized global digital advertising companies through a combination of acquisitions, new business wins, and organic growth. In her previous roles as President of Carat Interactive and then President of Isobar, Sarah orchestrated a number of successful mergers and acquisitions.  She is also responsible for launching Isobar Mobile, a highly regarded mobile marketing entity.

“We are delighted that Sarah is joining the NeoMedia Board of Directors and extremely pleased to welcome her to the team at this point in the Company’s growth.  Sarah is an industry thought leader and her expertise and vision in the marketing and advertising areas will be a great asset,” said Laura Marriott, CEO and Board Chairperson of NeoMedia. “I would especially like to thank JJ for his long and dedicated service to the company. He has been an invaluable asset to the organization and we greatly appreciate his leadership and support over the years.”

“The mobile barcode space is currently experiencing exponential growth, and NeoMedia is the dominant player in this category, with patents and technology that allow brands to harness the power of mobile marketing,” said Sarah Fay. “I am excited to work again with Laura Marriott, who I know and respect from her days as President of the Mobile Marketing Association, and look forward to helping her and her team grow the NeoMedia business, and the mobile barcode industry generally.”

James J. Keil, has been a Director of NeoMedia since August 1996, and has announced that he will retire from the Board after 15 years of service, effective June 30, 2011.
 
 
 
 

“Having seen the company evolve over the years and grow into a global market leader, it is time for me to retire from NeoMedia’s Board of Directors. The market we started chasing in the early 2000s is finally starting to emerge and NeoMedia is in a great position to take advantage of that. The management team and the new Board are strong and experienced and I have great confidence in them.  I wish the team high success and look forward to seeing many new positive developments from NeoMedia in the years to come,” said Mr. Keil.

-ENDS-

About NeoMedia:
NeoMedia Technologies, Inc. is the global market leader in 2D mobile barcode technology and infrastructure solutions that enable the mobile barcode ecosystem world-wide. Its technology platform transforms mobile devices with cameras into barcode scanners, enabling a range of practical and engaging applications including consumer oriented advertising, mobile ticketing and couponing, and business-to-business commercial track and trace solutions.

NeoMedia’s suite of products, services and extensive IP portfolio means it is the only provider able to offer customers a comprehensive end-to-end mobile code solution. NeoMedia’s current customers include handset manufacturers, platform providers, brands and agencies looking to offer pioneering mobile barcode solutions to their customer base.

NeoMedia’s product portfolio includes: mobile barcode management & infrastructure solutions, barcode reader solutions, Mobile Coupon & Affiliate Marketing, Mobile Ticketing & POS Integration and IP Licensing. Learn more at www.neom.com.

For more information please contact:

NeoMedia
US
Marla Cimini
+1 856 616 1194
press@neom.com

Europe
Sarah O’Neill / Ryan Waters
+44 207 751 4444
press@neom.com
 
 
 
 
 
 -----END PRIVACY-ENHANCED MESSAGE-----