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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEOMEDIA TECHNOLOGIES, INC.
---------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3680347
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
280 West Shuman Blvd., Suite 100, Naperville, Illinois 60563
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common
Common Stock, $.01 par value,---------------------------------------------------
(Title of Class)
Common Stock Purchase Warrants-Each warrant entitles the holder to purchase one
125% of the initial offering price
share of common stock at--------------------------------------------------------
(Title of Class)
Common Stock, $.01par value underlying the Warrants
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(Title of Class)
DOCUMENT INCORPORATED BY REFERENCE
Amendment No. 1 to Registration Statement on Form SB-2 filed November 5,
1996 (Commission File No. 333-5534) ("Amendment No. 1 to Registration
Statement").
Please direct all correspondence to:
Barton J. Springer, Esq.
Fishman & Merrick, P.C.
30 North LaSalle Street
Suite 3500
Chicago, Illinois 60602
(312) 726-1224
(312) 726-2649 (facsimile)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's Common Stock and Common Stock Purchase
Warrants being registered hereby may be found at pages 72-74 (a copy of which is
attached hereto) of the Registrant's Amendment No. 1 to Registration Statement
which Amendment No. 1 to Registration Statement hereby is incorporated by
reference herein.
ITEM 2. EXHIBITS.
Copies of constituent instruments defining the rights of holders of each
class of securities required for registration under Section 12(g) of the Act
hereby are incorporated herein by reference pursuant to Rule 12b-32(a)
promulgated under the Securities Exchange Act of 1934, as such instruments were
previously filed with the Commission as Exhibits 3.1, 3.2, 3.3, 3.4, 3.5, 3.6,
3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, and 3.14 to Registrant's Amendment No. 1
to Registration Statement. [In addition, attached hereto is a copy of a form of
common stock certificate for the Registrant's common stock and a copy of a form
of the Registrant's common stock purchase warrant.]
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
NEOMEDIA TECHNOLOGIES, INC., Registrant
Date: November 15, 1996 By: /s/ Charles W. Fritz
------------------------------------
Charles W. Fritz, President
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NeoMedia Technologies, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AUTHORIZED SHARES 15,000,000, $.01 PAR VALUE
NO. _________ ____________ SHARES
CUSIP _____________
SEE REVERSE FOR
CERTAIN DEFINITIONS
SPECIMEN
THIS CERTIFIES THAT ________________________________________________________
is the owner of
____________________________________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE $.01 PAR VALUE COMMON STOCK, OF
NEOMEDIA TECHNOLOGIES, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Articles of Incorporation
and Bylaws of the Corporation as now or hereafter amended (a copy of which is on
file with the Transfer Agent), to all of which the holder by acceptance hereof
assents. This Certificate is not valid unless countersigned by the Transfer
Agent.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated: ________________________________
COUNTERSIGNED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By:_____________________________________
Transfer Agent and Registrar
Authorized Signature
_____________________________ _______________________________
SECRETARY PRESIDENT
CORPORATE SEAL
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NEOMEDIA TECHNOLOGIES, INC.
TRANSFER FEE: $10.00 PER CERTIFICATE ISSUED
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
----- ------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
-------
(State)
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above
list.
For Value Received ___________________________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------
- ------------------------------------
---------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE
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- --------------------------------------------------------------------------------
Shares
- --------------------------------------------------------------------------
of the Common Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint ___________________________________ Attorney
to transfer the said stock on the books of the within-named Corporation, with
full power of substitution in the premises.
Dated: , 19 .
--------------------------- --
X
------------------------------------------
X
------------------------------------------
Signature Guaranteed:
NOTICE: The signature to this assignment must
correspond with the name as written upon
the face of the Certificate in every
particular, without alteration or
enlargement or any change whatsoever.
IMPORTANT: SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
WHICH IS A PARTICIPANT IN A SECURITIES TRANSFER ASSOCIATION RECOGNIZED PROGRAM.
<PAGE>
VOID AFTER 5:00 P.M. CENTRAL TIME, ON _____________, 2001
COMMON STOCK PURCHASE WARRANT CERTIFICATE
NUMBER CUSIP #
--------------- ----------
NEOMEDIA TECHNOLOGIES, INC.
THIS CERTIFIES that, for value received
or registered assigns (the "Holder"), is the owner of the number of Common Stock
Purchase Warrants ("Warrants") specified above. Each Warrant initially entitles
the Holder to purchase, subject to the terms and conditions set forth in this
Certificate and the Warrant Agreement (as hereinafter defined), one fully paid
and non-assessable share of Common Stock, $.01 par value, of NeoMedia
Technologies, Inc., a Delaware corporation (the "Company") at any time between
_______________ and ______________ (the "Expiration Date"), upon the
presentation and surrender of this Warrant Certificate with the Subscription
Form on the reverse hereof duly executed, at the corporate office of American
Stock Transfer & Trust Company, as Warrant Agent, or its successor (the "Warrant
Agent"), accompanied by payment of $____________ per share (the "Exercise
Price") in lawful money of the United States of America in cash or by official
bank or certified check made payable to NeoMedia Technologies, Inc.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated ______________
by and between the Company and the Warrant Agent. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent.
In the event of the occurrence of certain contingencies provided for in the
Warrant Agreement, the Exercise Price or the number of shares of Common Stock
subject to purchase upon the exercise of each Warrant represented hereby are
subject to modification or adjustment.
The Company has the right to reduce the Exercise Price and/or extend the
Expiration Date of the Warrants at any time upon not less than 30 days' prior
written notice to the Holder hereof.
Each Warrant represented hereby is exercisable at the option of the Holder,
but no fractional shares of Common Stock will be issued. In the case of the
exercise of less than all the Warrants represented hereby, the Company shall
cancel this Warrant Certificate upon the surrender hereof and shall execute and
deliver a new Warrant Certificate or Warrant Certificates of like tenor, which
the Warrant Agent shall countersign, for the balance of such Warrants.
The term "Expiration Date" shall mean 5:00 p.m. (Central Time) on
_______________, 2001 or such earlier date as the Warrants shall be redeemed.
If such date shall in the State of Illinois be a holiday or a day on which the
banks are authorized to close, then the
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Expiration Date shall mean 5:00 p.m. (Central Time) the next following day which
in the State of Illinois is not a holiday or a day on which banks are authorized
to close.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Holder at the corporate office of the Warrant Agent, for a new Warrant
Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Holder at the time of
such surrender. Upon due presentment with any tax or other governmental charge
imposed in connection therewith, for registration of transfer of this Warrant
Certificate at such office, a new Warrant Certificate or Warrant Certificates
representing an equal aggregate number of Warrants will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Holder shall
not be entitled to any rights of a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
Any time after ________________, 1997, or such earlier date as may be
determined by Joseph Charles & Associates, Inc., upon notice of redemption
properly given, and if and only if the closing average bid price of the Common
Stock has been at least $___________ (150% of the initial public offering price
of the Common Stock) on each of the 20 consecutive trading days within the
thirty day period prior to the day on which notice of redemption is given, and
at such time there is a current effective registration statement covering the
shares of Common Stock underlying the Warrants, then each Warrant represented by
this Warrant Certificate may be redeemed at the option of the Company, at any
time, at a redemption price of $.05 per Warrant. Notice of redemption shall be
mailed not later than the thirtieth day before the date fixed for redemption,
all as provided in the Warrant Agreement. On and after the date fixed for
redemption, the Holder shall have no rights with respect to this Warrant except
to receive the $.05 per Warrant upon surrender of this Certificate.
Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent may deem and treat the Holder as the absolute owner hereof
and of each Warrant represented hereby (notwithstanding any notations of
ownership or writing hereon made by anyone other than a duly authorized officer
of the Company or the Warrant Agent) for all purposes and shall not be affected
by any notice to the contrary.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of Illinois without giving effect to any rules or
principles of conflict of laws.
This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon
NEOMEDIA TECHNOLOGIES, INC.
Dated: By:
President
Secretary
Countersigned:
American Stock Transfer & Trust Company,
as Warrant Agent
By:
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Authorized Officer
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[FORM OF REVERSE SIDE OF WARRANT CERTIFICATE]
NEOMEDIA TECHNOLOGIES, INC.
TRANSFER FEE $15.00 PER CERTIFICATE ISSUED
The following abbreviations when used in the inscription on the face of
this certificate shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT -......Custodian.......
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as Act......................................
tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
SUBSCRIPTION FORM
To Be Executed by the Holder
in Order to Exercise Warrants
The undersigned Holder hereby irrevocably elects to exercise _____________
Warrants represented by this Warrant Certificate, and to purchase the securities
issuable upon the exercise of such Warrants, and requests that certificates for
such securities shall be issued in the name of:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
____________________________
________________________________________________________________________________
________________________________________________________________________________
Please print or type name and address
and be delivered to
________________________________________________________________________________
________________________________________________________________________________
Please print or type name and address
and, if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Holder at the
address stated below.
Date: ___________________________ X________________________________________
X________________________________________
Address: _________________________________________
_________________________________________
Signature Guaranteed: _________________________________________
8
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The undersigned represents that the exercise of the within Warrant was solicited
by Joseph Charles & Associates, Inc. If not solicited by Joseph Charles &
Associates, Inc., please write "unsolicited" in the space below. Unless
otherwise indicated, it will be assumed that the exercise was solicited by
Joseph Charles & Associates, Inc.
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(Write "Unsolicited" on above line if not solicited by Joseph Charles &
Associates, Inc.)
Date:
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Signature
ASSIGNMENT
To Be Executed by the Holder
in Order to Exercise Warrants
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER FOR VALUE RECEIVED,
hereby sells,
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assigns and transfers to
--------------------------------------------------------
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(Please Print Name and Address Including Zip Code)
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Warrants represented by this Warrant Certificate and does hereby irrevocably
constitute and appoint Attorney to
-----------------------------------------------
transfer this Warrant Certificate on the books of the Warrant Agent, with full
power of substitution in the premises.
Signature: X
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Signature(s) Guaranteed: X
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- --------------------------
The signature(s) should be guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with
membership in an approved signature guarantee Medallion Program), pursuant to
S.E.C. Rule 17Ad-15.
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
<PAGE>
DESCRIPTION OF SECURITIES
UNITS
Each Unit offered hereby consists of one share of Common Stock and one
Warrant which entitles the holder thereof to purchase one share of Common Stock.
The Common Stock and the Warrant constituting a Unit will be separately
transferable and will trade separately immediately upon issuance. The Units
will not be traded on NASDAQ or elsewhere.
COMMON STOCK
The Company is authorized to issue 15,000,000 shares of Common Stock, $.01
par value, of which 3,133,378 shares are currently outstanding. After this
offering, there will be 5,141,503 shares of Common Stock outstanding, including
an aggregate of 818,125 additional shares of Common Stock which will be issued
and outstanding upon conversion of the Bridge Promissory Notes, see "Bridge
Financing Private Placement", assuming no exercise of the Warrants, the Over-
allotment Option, the Representative's Options, the Consultant's Options, the
Principal Stockholder's Warrant or any outstanding options under the Company's
Stock Option Plan.
Holders of Common Stock are entitled to dividends when, as and if declared
by the Board of Directors out of funds available therefor, subject to any
priority as to dividends for any preferred stock that may be outstanding. There
currently is no preferred stock authorized or outstanding. Holders of Common
Stock are entitled to cast one vote for each share held at all stockholder
meetings for all purposes, including the election of directors. Cumulative
voting for the election of directors is not permitted. The holders of more than
thirty-three and one-third percent of the Common Stock issued and outstanding
and entitled to vote, present in person or by proxy, constitute a quorum at
meetings of stockholders and the vote of the holders of a majority of Common
Stock present at such a meeting will decide any question brought before such
meeting, except for certain actions such as amendments to the Company's
Certificate of Incorporation, mergers or dissolutions, all of which require the
vote of the holders of a majority of the outstanding Common Stock. Upon
liquidation or dissolution, the holder of each outstanding share of Common Stock
will be entitled to share ratably in the net assets of the Company legally
available for distribution to such stockholder after the payment of all debts
and other liabilities and after distributions to preferred stockholders, if any,
legally entitled hereto. No holder of Common Stock has any preemptive or
preferential rights to purchase or subscribe for any part of any unissued or any
additional authorized stock or any securities of the Company convertible into
shares of its stock, nor does any holder of Common Stock have redemption or
conversion rights. The outstanding shares of Common Stock are, and the Common
Stock offered hereby will be when issued and paid, fully paid and nonassessable.
Prior to this offering, there were five holders of record of the Common
Stock. In addition, upon consummation of this offering, 818,125 shares of Common
Stock will be issued to the 68 Bridge Financing Selling Stockholders.
WARRANTS
Other than the Principal Stockholder's Warrant, see "Certain Transactions",
there currently are no warrants issued by the Company. Upon consummation of this
offering, assuming no exercise of the Over-allotment Option, 2,518,125 Warrants
will be issued and outstanding (consisting of 1,700,000 Warrants sold by the
Company in this offering and the 818,125 Warrants issued to the 68 Bridge
Financing Selling Stockholders upon consummation of this offering). Each Warrant
entitles the holder to purchase one share of
72
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Common Stock at an exercise price equal to $ (125% of the initial offering
price of a share of the Common Stock), subject to adjustment, for a period of
five years commencing from the date of this Prospectus. No holder of Warrants,
as such, will be entitled to vote or receive dividends or be deemed the holder
of shares of Common Stock for any purpose whatsoever until such Warrants have
been duly exercised and the purchase price has been paid in full. Each Warrant
will be redeemable by the Company for $.05 per Warrant at any time one year
after the effective date of this offering ("Effective Date") (which such period
may be reduced or waived by the Representative in its sole discretion), upon
thirty days' prior written notice, at any time if the closing price per share of
Common Stock for twenty consecutive trading days within the thirty-day period
prior to the date notice of redemption is given equals or exceeds 150% of the
initial public offering price of a share of Common Stock and at such time there
is a current effective registration statement covering the shares of Common
Stock underlying the Warrants. The Company presently expects to call all of the
Warrants for redemption as soon as the trading price of its Common Stock meets
the minimum amount for the specified number of days provided it is one year from
the Effective Date (or such earlier date as may be determined by the
Representative) and a current Prospectus relating to the Common Stock underlying
such Warrants is then in effect. In the event the Company gives notice of its
intention to redeem, a holder would be forced to exercise such holder's Warrants
within the period set forth in the notice of redemption and pay the exercise
price at a time when it may be disadvantageous for such holder to do so, to sell
the Warrants at the current market price when such holder might otherwise wish
to hold them or to accept the redemption price which will be substantially less
than the market value of the Warrants at the time of redemption. The Warrants
will be entitled to the benefit of adjustments in the exercise price of the
Warrants and in the number of shares of Common Stock and/or other securities
delivered upon the exercise thereof upon the occurrence of certain events, such
as stock dividends, stock splits, recapitalizations, consolidations or mergers.
The Warrants will be exercisable only when there is a current effective
registration statement covering the shares of Common Stock underlying the
Warrants. If the Company does not or is unable to maintain a current effective
registration statement, the Warrant holders will be unable to exercise the
Warrants and the Warrants may become valueless. Because the Warrants may be
transferred, it is possible that the Warrants may be acquired by persons
residing in states where the Company has not registered or is exempt from
registration, such that the shares of Common Stock underlying the Warrants may
not be sold or transferred upon exercise of the Warrants. Warrant holders
residing in those states would have no choice but to attempt to sell their
Warrants or let them expire unexercised.
Holders of the Warrants will be able to sell the Warrants if a market
exists rather than exercise them. However, there can be no assurance that a
market will develop, or if developed, will continue as to such Warrants.
Each Warrant will be exercisable by surrendering the Warrant certificate,
with the formal subscription form on the reverse side of the Warrant certificate
properly completed and executed, together with payment of the exercise price to
the Warrant Agent. Prior to their expiration or redemption by the Company, the
Warrants will be exercisable in whole or, from time to time, in part. If less
than all of the Warrants evidenced by a Warrant certificate are exercised, a new
Warrant certificate will be issued for the remaining number of Warrants.
OPTIONS
As of the date hereof, options to purchase an aggregate of 1,272,642 shares
of Common Stock (including options granted under Migration's stock option plan)
have been granted and are outstanding. Options to purchase an aggregate of
227,358 shares of Common Stock are reserved for future issuance under the Stock
Option Plan; although the Company is obligated to grant 1,808 options on
December 1, 1996, the date of commencement of
73
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employment of a new employee. See "Management - Stock Option Plan". Shares of
Common Stock received upon the exercise of such options are subject to the
provisions of Commission Rule 144.
REPRESENTATIVE'S OPTIONS
At the closing of this offering, the Company has agreed to sell to the
Representative, for an aggregate purchase price of $170, a warrant (the
"Representative's Options") to purchase up to 170,000 Units (each Unit
consisting of one share of Common Stock and one Warrant, each identical to the
shares of Common Stock and Warrants offered hereby). The Representative's
Options will be exercisable for a period of four years commencing one year after
the Effective Date at 120% of the Public Offering Price and will contain anti-
dilution provisions satisfactory to the Representative.
The Representative has certain registration rights with respect to the
Representative's Options and the Warrants and Common Stock underlying such
Representative's Options for a period of four years commending one year after
the date of this Prospectus. The exercise of such registration rights by the
Representative may result in dilution in the interests in the Company of then-
present stockholders, hinder efforts by the Company to arrange future financings
of the Company and/or have an adverse effect on the market price of the
Company's Common Stock and Warrants. See "Underwriting - Representative's
Options".
CONSULTANT'S OPTIONS
As part of its fee for services rendered to the Company, Compass Capital,
Inc. will receive warrants ("Consultant's Options") to purchase up to 88,852
shares of Common Stock. See "Underwriting - Consultant's Fee".
TRADING SYMBOL
The Company has applied for inclusion of its Common Stock and Warrants for
quotation on NASDAQ under the symbols "NEOM" and "NEOMW", respectively. This
offering is the initial public offering of the Company's Securities and,
accordingly, there is currently no public trading market for any such
Securities. Even if the Company's Common Stock and Warrants are accepted for
quotation on NASDAQ, there can be no assurance that a public trading market will
ever develop or, if one develops, that it will be maintained. Although it has no
legal obligation to do so, the Representative from time to time may act as a
market maker and otherwise effect transactions for its own account, or for the
account of others, in the Company's Securities. The Representative, if it so
participates, may be a dominating influence in any market that may develop for
any of the Company's Securities.
TRANSFER AGENT AND REGISTRAR
The transfer agent for the Company's Common Stock and the Warrant Agent for
the Company's Warrants is American Stock Transfer and Trust Company, New York,
New York.
74
