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): FEBRUARY 9, 1998
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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
The Board of Directors of NeoMedia Technologies, Inc. ("NeoMedia"),
upon the recommendation of management, dismissed Coopers & Lybrand L.L.P. and
effective February 9, 1998, engaged KPMG Peat Marwick L.L.P. as the principal
accountants of NeoMedia and its subsidiaries for the year ended December 31,
1997.
In connection with the audits of the two most recent fiscal years
preceding such engagement, there have been no disagreements with the former
accountants, Coopers & Lybrand L.L.P., on any matter of accounting principles or
practices, financial statement disclosures or auditing scope or procedure which,
if not resolved to their satisfaction, would have caused them to make reference
to the subject matter in their opinion.
The report of Coopers & Lybrand L.L.P. on the consolidated financial
statement of NeoMedia for the two most recent fiscal years did not contain an
adverse opinion or a disclaimer of opinion and was not modified as to
uncertainty, audit scope, accounting principles or any other matter.
A letter from Coopers & Lybrand L.L.P. dated February 9, 1998 and
addressed to the Commission is filed as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
16.1 A copy of a letter from Coopers & Lybrand L.L.P. dated
February 9, 1998, addressed to the Securities and Exchange
Commission.
2
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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: FEBRUARY 9, 1998 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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4 16.1 A copy of a letter from Coopers & Lybrand L.L.P.
dated February 9, 1998, addressed to the Securities
and Exchange Commission.
4
NeoMedia Technologies, Inc.
Exhibit 16.1
A Copy of a Letter from Coopers & Lybrand L.L.P. dated February 9, 1998,
Addressed to the Securities and Exchange Commission
<PAGE>
Letterhead of:
Coopers & Lybrand L.L.P.
a Professional Services Firm
203 North La Salle Street
Chicago, Illinois 60601-1210
Telephone (312) 701-5500
Facsimile (312) 701-6533
February 9, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by NeoMedia Technologies, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report as of February 9, 1998. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ COOPERS & LYBRAND L.L.P.
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COOPERS & LYBRAND L.L.P.
