U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): NOVEMBER 10, 1997
NEOMEDIA TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21743 36-3680347
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2201 SECOND STREET, SUITE 600, FORT MYERS, FLORIDA 33901
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(Address of principal executive offices) (Zip Code)
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ITEM 5. OTHER EVENTS.
On November 10, 1997, NeoMedia Technologies, Inc. ("NeoMedia")
announced the hiring of BT Alex Brown, Incorporated, a subsidiary of Bankers
Trust New York Corporation, as a financial advisor to advise NeoMedia and its
Board of Directors during the process of redeeming the outstanding warrants, as
well as for mergers and acquisitions. BT Alex Brown, Incorporated, provides
investment banking and advisory services to a variety of companies including
technology, media and communications and other growth industries.
On November 10, 1997, NeoMedia announced the redemption of all of
its outstanding publicly-traded warrants and the warrants issued to Dominick &
Dominick, Incorporated, a consultant to NeoMedia. Each warrant entitles the
holder to purchase one share of NeoMedia common stock at an exercise prices of
$7.375. Warrant holders have until December 18, 1997 to convert the warrant to a
share of common stock or to sell the warrant. Warrants that are not exercised by
December 18, 1997 will be redeemed by NeoMedia at 5 cents per warrant. As of
October 31, 1997, NeoMedia had 2,412,118 outstanding publicly-traded warrants
and 375,000 warrants issued to Dominick & Dominick, Incorporated. As of October
31, 1997, 288,820 warrants had been exercised voluntarily.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEOMEDIA TECHNOLOGIES, INC.
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(Registrant)
Date: NOVEMBER 18, 1997 By: /s/ CHARLES T. JENSEN
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Charles T. Jensen, Vice President, Chief
Financial Officer, Treasurer and Director
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EXHIBIT INDEX
SEQUENTIAL
PAGE EXHIBIT
NUMBER NUMBER DOCUMENT
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5 99.1 News Release Dated November 10, 1997 and
Entitled "NeoMedia to Raise $20 Million
Equity Through Warrant Call; BT Alex Brown
Hired as Financial Advisor"
8 99.2 Notice of Redemption
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EXHIBIT 99.1
NeoMedia Technologies, Inc.
Exhibit 99.1
News Release Dated November 10, 1997 and Entitled "NeoMedia
to Raise $20 Million Equity Through Warrant Call;
BT Alex Brown Hired as Financial Advisor"
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NEWS RELEASE
FOR MORE INFORMATION
Chuck Jensen
NeoMedia Technologies, Inc.
941-337-3434
Robert Kneeley
RKC Communications
954-351-1976
email: [email protected]
FOR IMMEDIATE RELEASE
NEOMEDIA TO RAISE $20 MILLION EQUITY THROUGH WARRANT CALL;
BT ALEX BROWN HIRED AS FINANCIAL ADVISOR
FORT MYERS, FLORIDA -- November 10, 1997--NeoMedia Technologies, Inc. (NASDAQ
Small Cap: NEOM) today announced the redemption of all of its outstanding
warrants.
Each warrant entitles the holder to purchase one share of NeoMedia
common stock at an exercise price of $7 3/8. Warrant holders have until December
18, 1997, to convert the warrant to a share of common stock or to sell the
warrant. Warrants that are not exercised by December 18 will be redeemed by the
Company at 5 cents per warrant.
In addition, NeoMedia Technologies has hired BT Alex Brown,
Incorporated, as a financial advisor to advise the Company and its Board of
Directors during the process of redeeming the outstanding warrants, as well as
for mergers and acquisitions. BT Alex Brown, a subsidiary of Bankers Trust New
York Corporation, provides investment banking and advisory services to a variety
of companies including technology, media and communications and other growth
industries.
The Company expects that if all the warrants are exercised the
warrant call will raise gross proceeds of approximately $20 million. A total of
2.8 milion warrants are outstanding. As of October 30, more than 289,000
warrants were exercised voluntarily, raising net proceeds of more than $2.1
million.
Following completion of the warrant call, NeoMedia intends to apply
for listing on the NASDAQ National Market System.
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NeoMedia was founded in 1989. It provides proprietary software for
document management and production systems, the migration of programs and
databases from closed system to open system platforms, Year 2000 conversions and
intelligent document solutions to bridge the gap between print and electronic
media.
# # #
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EXHIBIT 99.2
NeoMedia Technologies, Inc.
Exhibit 99.2
Notice of Redemption
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NOTICE OF REDEMPTION
To the Holders of
NEOMEDIA TECHNOLOGIES, INC.
Five-Year Redeemable Warrant(s) to Purchase
One Share of Common Stock
Notice is hereby given that all five-year redeemable warrants to
purchase one share of Common Stock of NeoMedia Technologies, Inc., a Delaware
corporation (the "Company") at $7.375 per share ("Warrant") have been called by
the Company for redemption on December 18, 1997 (the "Call Date") at the
redemption price of $.05 per Warrant. All holders of record on the Call Date
will receive the redemption price. The redemption is being made in accordance
with the provisions of the Warrant Certificate and the Warrant Agreement dated
as of November 25, 1996, between the Company and American Stock Transfer and
Trust Company of New York, as Warrant Agent.
Payment of the total redemption price will be made on or after the Call
Date upon presentation and surrender of certificates for Warrants and return of
the Letter of Transmittal accompanying this Notice completely filled in and
signed to American Stock Transfer and Trust Company, 40 Wall Street, 46th Floor,
New York, New York 10005 ("Redemption Agent"). WARRANTS SHOULD NOT BE
SURRENDERED FOR REDEMPTION, AND THE LETTER OF TRANSMITTAL SHOULD NOT BE SIGNED
AND RETURNED TO THE REDEMPTION AGENT, UNLESS THE HOLDER THEREOF WISHES TO
RECEIVE THE REDEMPTION PRICE OF $.05 PER WARRANT. On and after the Call Date,
the Warrants will be deemed to be no longer outstanding and the holders thereof
will be entitled to no rights as such holders except the right to receive
payment of the total redemption price.
ALTERNATIVES AVAILABLE TO HOLDERS OF WARRANTS
Holders of Warrants have the following alternatives:
1. EXERCISE. Prior to the close of business (5:00 p.m. Central time) on
December 18, 1997, to exercise any or all of the Warrants to purchase shares of
common Stock of the Company at a price of $7.375 per share.
2. REDEMPTION. To surrender the Warrants for redemption at a price of
$.05 per Warrant.
3. SALE THROUGH ORDINARY BROKERAGE TRANSACTIONS. To sell the Warrants
through open market brokerage transactions. After December 18, 1997, the Call
Date, a holder of Warrants will not be entitled to exercise the Warrants to
purchase common stock. This is expected to have an impact on the market for the
Warrants. Holders of Warrants who wish to make sales should consult their own
brokers as to the current market value of the Warrants and if and when such
Warrants should be sold.
FACTORS TO BE CONSIDERED
EACH WARRANT REPRESENTS THE RIGHT TO PURCHASE ONE SHARE OF COMMON STOCK
OF THE COMPANY AT A PRICE OF $7.375 PER SHARE. DURING THE 38-DAY PERIOD FROM THE
DATE OF THIS NOTICE TO 5:00 P.M., CENTRAL TIME, ON DECEMBER 18, 1997 (THE
"NOTICE PERIOD"), ALL OWNERS OF WARRANTS HAVE THE RIGHT TO
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EXERCISE THEIR WARRANTS BY SURRENDERING THEM, WITH THE FORM OF ELECTION TO
PURCHASE INCLUDED ON THE WARRANT CERTIFICATE PROPERLY COMPLETED AND EXECUTED,
TOGETHER WITH PAYMENT OF THE AGGREGATE EXERCISE PRICE FOR ALL WARRANTS SO
EXERCISED, TO AMERICAN STOCK TRANSFER & TRUST COMPANY, 40 WALL STREET, 46TH
FLOOR, NEW YORK, NEW YORK 10005. EACH WARRANT WHICH IS NEITHER EXERCISED NOR
SOLD DURING THE NOTICE PERIOD WILL BE REDEEMED AT $.05 PER WARRANT AND SUCH
WARRANTS AFTER THE CALL DATE SHALL THEN BE NULL AND VOID.
Based on the closing price of the common stock of the Company on
November 7, 1997, the market value of one share of common stock which a Warrant
holder would receive by exercising a Warrant to purchase one share of common
stock on that date would be $9.5625. Such value will vary depending on changes
in the market price of the common stock. AS LONG AS THE MARKET PRICE OF THE
COMPANY'S COMMON STOCK REMAINS ABOVE $7.375 PER SHARE, THE HOLDERS OF WARRANTS
WHO EXERCISE SUCH WARRANTS WILL RECEIVE COMMON STOCK HAVING A GREATER CURRENT
MARKET VALUE TO THEM THAN THE CASH THE HOLDER WOULD RECEIVE UPON REDEMPTION.
FAILURE TO SELL THE WARRANTS OR TO EXERCISE THE WARRANTS TO PURCHASE ONE SHARE
OF COMMON STOCK AT $7.375 PER SHARE BEFORE THE CLOSE OF BUSINESS ON DECEMBER 18,
1997 WILL RESULT IN THE WARRANTS BEING REDEEMED.
Under federal law, Paying Agents making payment of interest or
principal on corporate securities or making payments of principal on municipal
securities may be obligated to withhold a 20% tax from remittances to
individuals who have failed to furnish the Paying Agent with a valid Taxpayer
Identification Number. Holders of Warrants who wish to avoid the imposition of
this tax should submit certified Taxpayer Identification Numbers when presenting
their Warrants for redemption or exercise.
Further information and additional copies of the Letter of
Transmittal may be obtained from American Stock Transfer & Trust Company, 40
Wall Street, 46th Floor, New York, New York 10005. Inquiries or requests may be
directed to the Redemption Agent at 800-937-5449.
BY ORDER OF THE BOARD OF DIRECTORS
NEOMEDIA TECHNOLOGIES, INC.
Dated: November 10, 1997.
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LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES OF FIVE-YEAR REDEEMABLE WARRANT TO PURCHASE
ONE SHARE OF COMMON STOCK AT $7.375 PER SHARE
OF
NEOMEDIA TECHNOLOGIES, INC.
AMERICAN STOCK TRANSFER & TRUST COMPANY, Redemption Agent
If by mail or hand delivery:
40 WALL STREET, 46TH FLOOR
NEW YORK, NEW YORK 10005
WARRANTS SHOULD NOT BE SURRENDERED FOR REDEMPTION, AND THIS LETTER OF
TRANSMITTAL SHOULD NOT BE SIGNED AND RETURNED TO THE REDEMPTION AGENT, UNLESS
THE HOLDER THEREOF WISHES TO RECEIVE THE REDEMPTION PRICE OF $.05 PER WARRANT.
SEE INSTRUCTIONS ON REVERSE SIDE
Gentlemen:
I hereby appoint you as my agent to SURRENDER all enclosed
certificate(s) listed below for five-year redeemable warrant(s) to purchase one
share of Common Stock of NeoMedia Technologies, Inc. (the "Company") at $7.375
per share ("Warrant") FOR REDEMPTION in accordance with the Notice of Redemption
accompanying this Letter of Transmittal. You are directed after you accept the
surrender of such certificate(s) on behalf of the Company to pay to me in
exchange therefor $.05 per Warrant represented by the enclosed certificate(s).
The undersigned hereby warrants that the undersigned is the exclusive owner of
the Warrants represented by the enclosed certificate(s) and that the Warrants
and certificate(s) being submitted are free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claims.
The undersigned hereby acknowledges that delivery of the enclosed certificate(s)
shall pass, only upon proper delivery thereof, to the Redemption Agent.
NAME AND ADDRESS OF REGISTERED HOLDER NUMBER OF
(AS IT APPEARS ON WARRANT CERTIFICATE(S)) CERTIFICATE NUMBER WARRANTS
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TOTAL
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(Attach separate schedule if required)
FOR SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS,
PLEASE COMPLETE BOXES ON REVERSE SIDE
All authority conferred herein survives the death or incapacity of the
undersigned, and all obligations of the undersigned shall be binding upon the
heirs, personal representatives and assigns of the undersigned.
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Signature(s) of Owner(s)
(Must be signed by Registered Holder(s) or by person(s) authorized to sign. See
Instruction 3 on reverse side.)
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SIGN HERE
Under the penalties of perjury, I certify that the taxpayer identification or
social security number provided on the address label attached above or written
below is true, correct and complete.
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(Signature(s) of Registered Owner(s) or Authorized Agent)
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(Tax Identification or Social Security Number)
, 1997
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(Please date)
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Must be signed by registered holder(s) exactly as name appears on the
certificate(s), or the authorized representative of such registered holder(s),
or by person(s) to whom check is to be drawn (see Instruction 3).
Under federal law, we are required to request your taxpayer
identification number (if you are an individual, your taxpayer number is your
social security number). Without this number, you may be subject to a 20%
withholding. For specified details on this law, please contact your tax advisor
or attorney.
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INSTRUCTIONS (FOR COMPLETING LETTER OF TRANSMITTAL)
WARRANTS SHOULD NOT BE SURRENDERED FOR REDEMPTION, AND THIS LETTER OF
TRANSMITTAL SHOULD NOT BE SIGNED AND RETURNED TO THE REDEMPTION AGENT, UNLESS
THE HOLDER THEREOF WISHES TO RECEIVE THE REDEMPTION PRICE OF $.05 PER WARRANT.
1. INSTRUCTIONS. This Letter of Transmittal, completely filled in and
signed, together with the certificate(s) described on the face hereof, must be
delivered to the Redemption Agent at the following address:
American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, New York 10005
2. PAYMENT IN SAME NAME. If the check is to be issued to the registered
holder(s) of the surrendered certificate(s), the surrendered certificate(s) need
not be endorsed or accompanied by instruments of assignment and transfer.
3. SPECIAL PAYMENT INSTRUCTIONS. If the check is to be issued to a
person other than the person in whose name the surrendered certificate(s) are
registered, (i) the certificate(s) must be duly endorsed in blank by the
registered holder(s) therefor or accompanied by a duly executed instrument or
assignment in blank, (ii) the Letter of Transmittal must be signed by the
registered holder(s) or the person(s) to whom the certificate(s) have been
endorsed or assigned, and (iii) the signature on the endorsement or assignment
and the signature on the Letter of Transmittal must each by guaranteed by a
commercial bank or trust company, a securities dealer who is a member of the
National Association of Securities Dealers, Inc., or by a firm having membership
on the New York Stock Exchange or American Stock Exchange. If the Letter of
Transmittal and endorsement or assignment is executed by an attorney, executor,
administrator, guardian or other fiduciary, or by an officer of a corporation,
the person executing the Letter of Transmittal and the endorsement or assignment
must give his full title in such capacity and proper evidence of his authority
to act in such capacity must accompany the certificate(s). In addition, each
such certificate must be accompanied by evidence of payment of any applicable
transfer taxes. The adequacy of such evidence must be established to the
satisfaction of the Redemption Agent.
If a certificate is in the name of more than one holder, each person
named in the certificate must sign. Signature(s) must correspond exactly to the
name(s) in the certificate(s) or instruments of transfer. If a holder has
certificates registered in different ways, it will be necessary to complete and
submit as many Letters of Transmittal as there are different registrations.
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SPECIAL PAYMENT INSTRUCTIONS
Use ONLY if the check is to be issued in a name other than the registered
holder(s)
Certificates representing the surrendered Warrants must be properly signed and
signatures guaranteed. (See Instruction 3 on reverse side.)
Issue and mail check to (please print):
Name:
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Address:-------------------------------------------------------------------
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(Zip Code)
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SPECIAL DELIVERY INSTRUCTIONS
Use ONLY if the check is to be issued in the name of the registered holder(s)
but sent to other than the address of record.
Issue and mail check to (please print):
Name: ----------------------------------------------------------------------
Address: -------------------------------------------------------------------
-------------------------------------------------------------------
(Zip Code)
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