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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): AUGUST 30, 1997
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NEOMEDIA TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 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 August 30, 1997, NeoMedia Technologies, Inc. ("NeoMedia") entered
into a Stock Purchase Agreement (the "Agreement") to acquire all of the stock
of Allegiant Legacy Solutions, Inc. ("ALS"), an Ohio corporation. George Luntz
and Gerald L. Willis (collectively, the "Sellers") are the owners of 200 shares
of common capital stock of ALS, which constitutes all of the issued and
outstanding shares of common capital stock of ALS. The Agreement calls for
the Sellers to sell and exchange all of their shares in ALS for 1,070,000
shares of authorized, but un-issued common stock of NeoMedia. George Luntz,
President of ALS, has entered into an employment agreement with NeoMedia, and
Gerald Willis, Vice President of Sales at ALS, will serve as a consultant to
NeoMedia. The Agreement provides that the closing, which is subject to the
satisfaction of certain conditions, will be held no later than September 30,
1997. This transaction will be accounted for as a pooling of interests. See
Exhibit 99.1 for a copy of the news release dated September 2, 1997 and
entitled "NeoMedia Technologies to Acquire Allegiant Legacy Solutions to
Provide Comprehensive Year 2000, Migration Tools."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 News release dated September 2, 1997 and entitled "NeoMedia
Technologies to Acquire Allegiant Legacy Solutions to Provide
Comprehensive Year 2000, Migration Tools"
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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: September 5, 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
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Page Exhibit
Number Number Document
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5 99.1 News release dated September 2, 1997 and entitled "NeoMedia Technologies to Acquire
Allegiant Legacy Solutions to Provide Comprehensive Year 2000, Migration Tools"
</TABLE>
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NeoMedia Technologies, Inc.
Exhibit 99.1
News release dated September 2, 1997 and entitled "NeoMedia
Technologies to Acquire Allegiant Legacy Solutions to
Provide Comprehensive Year 2000, Migration Tools"
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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 TECHNOLOGIES TO ACQUIRE ALLEGIANT LEGACY SOLUTIONS
TO PROVIDE COMPREHENSIVE YEAR 2000, MIGRATION TOOLS
FORT MYERS, FLORIDA -- September 2, 1997--NeoMedia Technologies, Inc. (NASDAQ
Small Cap: NEOM) has entered into a definitive agreement to acquire all of the
stock of privately-held Allegiant Legacy Solutions, Inc., ("ALS"). This
acquisition will significantly boost NeoMedia's presence in the burgeoning Year
2000 business and the migration of legacy computer systems to open systems.
The proposed transaction consists of the issuance of 1,070,000 shares
of authorized but un-issued NeoMedia common stock and will be accounted for as
a pooling of interests.
ALS, based in Cincinnati, Ohio, was founded in 1996 and has built an
attractive franchise through the sale of licenses to proprietary software tools
that identify, seek and automatically correct data that is stored in various
formats across both program code and specific data files. Through the eight
months ended July 31, 1997, ALS had total revenues of approximately $921,000
and net income of approximately $266,000. NeoMedia and ALS believe that a
tremendous and significant market opportunity exists for converting legacy
systems written in COBOL computer language to comply with the Year 2000
requirements which has been estimated to be $5 billion. The automated software
tools that will be owned by the combined companies also work to migrate users
from closed systems to open platforms, as well as for converting other
restrictive source and application code, such as telephone area codes and
monetary systems, including the impending European Economic Community's
Eurodollar.
ALS has contracts with a number of large Year 2000 service companies
that use its tools to perform impact analysis and code conversion at
centralized remediation facilities. In addition to the initial fees generated
from the sale of the tools, ALS receives a royalty payment based on the
number of lines of code converted. ALS currently has sales opportunities of
200 million
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lines of code for conversion to comply with Year 2000 date occurrences.
ALS also has agreements with three original equipment manufacturers
and software publishers that have recommended ALS' proprietary ADAPT/2000 tools
for millennium conversion. Through these companies, as well as ALS' existing
re-seller network, NeoMedia will offer the ADAPT/2000-based solution for up to
400,000 installed COBOL systems worldwide.
George Luntz, President of ALS, has entered into a long-term
employment agreement with NeoMedia and Gerald Willis, Vice President of Sales
at ALS, will serve as a consultant to NeoMedia.
The closing of the transaction with ALS, which is subject to the
satisfaction of certain conditions, is anticipated to take place no later than
the end of September.
NeoMedia Technologies has a proprietary set of tools for migrating
legacy systems to open systems. NeoMedia's tools automatically convert code
from Wang, IBM VSE and HP3000 legacy systems to open platforms such as UNIX and
Windows/NT. NeoMedia recently licensed ALS' Year 2000 tools for the Wang and
IBM VSE platforms.
"This acquisition is an important synergistic fit between the two
companies," said Charles Fritz, President and Chief Executive Officer of
NeoMedia Technologies. "ALS is a successful, profitable Year 2000-solution
provider that will benefit from NeoMedia's access to the capital markets as it
enters the critical implementation phase. ALS provides NeoMedia with a
dramatically enhanced product offering both for expanding our existing Year
2000 and migration business, as well as for planting the seeds for our
Intelligent Documents business."
NeoMedia is developing a broad range of applications for high-density
bar codes that launch computer programs or link paper documents back to
electronic media, including the Internet. The company is pursuing several
market opportunities for its Intelligent Documents, or idocs products,
including secured transactions, financial printing, identity cards and linking
print advertising to the Internet.
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. Additional information on NeoMedia Technologies is available
on the Internet at: www.neomedia-tech.com. Information on Allegiant Legacy
Systems is available on the Internet at: www.allgnt.com.
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