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): June 7, 1999
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 File Number) (IRS Employer
Jurisdiction Identification No.)
Incorporation)
2201 SECOND STREET, SUITE 600, FORT MYERS, FLORIDA 33901
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(Address of Principal Executive Offices) (Zip Code)
(941) - 337-3434
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(Registrant's Telephone Number, including Area Code)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 7, 1999, NeoMedia Technologies, Inc. (the "Company") announced
that KPMG LLP ("KPMG") will no longer act as independent auditors of the
Company. (A copy of the Company's press release announcing the event is attached
hereto as Exhibit 99.1). In a letter dated May 28, 1999, received by the Company
on June 1, 1999, KPMG resigned. KPMG's audit reports on the Company's financial
statements for either of the past two years ended December 31, 1998 and 1997 did
not contain an adverse opinion or disclaimer of opinion, and no such report was
qualified or modified as to audit scope or accounting principles. However, their
opinion on the financial statements for 1998 contained a "going concern"
uncertainty clause that indicated that the Company's consolidated financial
statements were "prepared assuming the Company will continue as a going concern.
As discussed in Note 2 to the consolidated financial statements, the Company has
suffered recurring losses from operations, has a significant accumulated
deficit, and a working capital deficiency that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty."
During the Company's two most recent fiscal years ended December 31,
1998 and 1997 and the subsequent interim period through May 28, 1999, there were
no disagreements between the Company and KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which disagreements if not resolved to their satisfaction would have
caused them to make reference in connection with their opinion to the subject
matter of disagreement.
The Company announced that it is in the process of interviewing several
accounting firms to succeed KPMG as independent auditors of the Company.
<PAGE>
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: JUNE 7, 1999 By: /s/ CHARLES T. JENSEN
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Charles T. Jensen, Vice
President, Chief Financial
Officer, Treasurer and
Director
<PAGE>
EXHIBIT INDEX
SEQUENTIAL EXHIBIT
PAGE NUMBER NUMBER DOCUMENT
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5 99.1 News release dated June 7, 1999, entitled
"Neomedia announces change of auditors"
6 99.2 Resignation letter of KPMG LLP
NeoMedia Technologies, Inc.
Exhibit 99.1
NEOMEDIA ANNOUNCES CHANGE OF AUDITORS
FT. MYERS, FL, June 7, 1999 - NeoMedia announced that KPMG LLP will no
longer act as the Company's auditors. There were no disagreements between the
Company and KPMG on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure. The Company is in the
process of interviewing accounting firms.
NeoMedia was founded in 1989. Its common stock trades on the NASDAQ Small
Cap Market under the symbol NEOM. NeoMedia provides proprietary software for
document management and production systems, the migration of programs and
databases from closed system to open system platforms including Year 2000
conversions and solutions, and unique Internet software that links physical
objects, such as paper, to corresponding electronic information: Linking the
Worlds of Print and Electronic Media(SM). Additional information is available on
the Internet at WWW.NEOM.COM.
THIS PRESS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934. WITH THE EXCEPTION OF HISTORICAL INFORMATION
CONTAINED HEREIN, THE MATTERS DISCUSSED IN THIS PRESS RELEASE INVOLVE RISK AND
UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED IN
ANY FORWARD LOOKING STATEMENT.
All product names used are trademarks or servicemarks of NeoMedia Technologies,
Inc.
NeoMedia Technologies, Inc.
Exhibit 99.2
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for NeoMedia Technologies, Inc. and,
under the date of March 12, 1999, we reported on the consolidated financial
statements of NeoMedia Technologies, Inc. and subsidiaries (collectively
referred to as the "Company") as of and for the years ended December 31, 1998
and 1997.
On May 28, 1999, we resigned. We have read the Company's statements included
under Item 4 of its Form 8-K dated June 7, 1999, and we agree with such
statements, except that we are not in a position to agree or disagree with the
Company's statements that:
1. Our May 28, 1999 resignation letter was received by the Company on June 1,
1999;
2. The Company is in the process of interviewing several accounting firms to
succeed KPMG LLP as independent auditors of the Company.
We make no comment as to statements made by the Company in its press release
which has been included as Exhibit 99.1 of the Form 8-K.
/s/ KPMG LLP
June 7, 1999
Miami, Florida
cc: Mr. Charles T. Jensen
NeoMedia Technologies, Inc.
