-----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, TRJ7UcenQgLvZ1nvnusUcVs7niRUg9mDBRK3bFJ+/mLzFMoWKm4fngcoGD4cDbVu QCpYOO0LEbxHoKi/PnHUwQ== 0001209191-11-003028.txt : 20110113 0001209191-11-003028.hdr.sgml : 20110113 20110113105254 ACCESSION NUMBER: 0001209191-11-003028 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110103 FILED AS OF DATE: 20110113 DATE AS OF CHANGE: 20110113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLINE J MICHAEL CENTRAL INDEX KEY: 0001201677 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21743 FILM NUMBER: 11526785 MAIL ADDRESS: STREET 1: 121 INNOVATION DR STE 200 CITY: IRVINE STATE: CA ZIP: 92612 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: JMC Holdings, L.P. CENTRAL INDEX KEY: 0001509836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21743 FILM NUMBER: 11526784 BUSINESS ADDRESS: STREET 1: 51 MADISON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 646-282-3131 MAIL ADDRESS: STREET 1: 51 MADISON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 3 1 c10982_3x1.xml MAIN DOCUMENT DESCRIPTION X0203 3 2011-01-03 0 0001022701 NEOMEDIA TECHNOLOGIES INC NEOM 0001201677 CLINE J MICHAEL 51 MADISON AVENUE 31ST FLOOR NEW YORK NY 10010 0 0 1 0 0001509836 JMC Holdings, L.P. 51 MADISON AVENUE 31ST FLOOR NEW YORK NY 10010 0 0 1 0 Series C Convertible Preferred Stock Common Stock 6443299 I See Footnote Each share of Series C Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), represented herein is immediately convertible, and if converted as of the date hereof, would convert into 6,443,299 shares of common stock (the "Common Stock"), par value $0.001 per share, of NeoMedia Technologies, Inc. (the "Issuer"), and has no expiration date. The Certificate of Designation of the Preferred Stock (the "Certificate of Designation") provides that each share of the Preferred Stock is convertible into Common Stock of the Issuer equal to the quotient of the liquidation amount divided by the conversion price. The liquidation amount is equal to one thousand dollars ($1,000) per share of Preferred Stock. The conversion price is equal to, at the option of the holder, the lesser of (i) fifty cents ($0.50) or (ii) 97% of the lowest closing bid price of the Common Stock for the one hundred twenty-five (125) trading days immediately preceding the date of conversion, as quoted by Bloomberg LP. The Certificate of Designation further provides that no holder of the Preferred Stock shall be entitled to convert the Preferred Stock to the extent that such conversion would cause the aggregate number of shares of Common Stock beneficially owned by such holder to exceed 9.99% of the outstanding shares of Common Stock following such conversion. J. Michael Cline is the general partner of JMC Holdings, L.P. JMC Holdings, L.P. is the beneficial owner of the reported securities. J. Michael Cline and JMC Holdings, L.P. disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the Issuer's shares in which such persons have no actual pecuniary interest. Exhibit 99.1 Joint Filing Agreement /s/ JMC Holdings, L.P., by J. Michael Cline, General Partner 2011-01-13 /s/ J. Michael Cline 2011-01-13 EX-99.1 2 c10982_99.htm ADDITIONAL EXHIBITS Filed by Bowne Pure Compliance

Exhibit 99.1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.

Dated: January 13, 2011

 
JMC HOLDINGS, L.P.
By: /s/ J. Michael Cline
Name: J. Michael Cline
Title: General Partner
 
By: /s/ J. Michael Cline
Name: J. Michael Cline

 

 

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