UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):[X]Form 10-K [ ]Form 20-F [ ]Form 1l-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K SEC FILE NUMBER
[ ] Transition Report on Form 20-F 0-21743
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q CUSIP NUMBER
[ ] Transition Report on Form N-SAR 640505 10 3
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
NEOMEDIA TECHNOLOGIES, INC.
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Full Name of Registrant
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Former Name if Applicable
2201 Second Street, Suite 600
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Address of Principal Executive Office (Street and Number)
Fort Myers, FL 33901-3083
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City, State and Zip Code
<PAGE>
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, I I-K, Form
N-SAR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due
[X] date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. NeoMedia expects to report current assets of
$8,115,000 at December 31, 1998, a decrease of $9,755,000 from December 31,
1997. The Company's current liabilities are expected to be $8,317,000, an
increase of $2,559,000 from December 31, 1997.
In order for the Company to complete the preparation of financial information
for its fiscal year ended December 31, 1998, the Company requires additional
time to file its Form 10-KSB for such fiscal year.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
SCOTT P. SLYKAS 312 294-6044
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
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the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such
shorter) period that the registrant was required to file such reports)
been filed? If answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
NEOMEDIA TECHNOLOGIES, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 1999 By /s/ CHARLES W. FRITZ
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Charles W. Fritz President
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
<PAGE>
The Company expects to report total net sales of approximately $23,500,000 for
the fiscal year ended December 31, 1998, as compared to total net sales of
$24,400,000 for the fiscal year ended December 31, 1997. This 3.7% decrease is
primarily the result of (i) a $3.6 million decrease in equipment resales to a
NeoMedia customer in the telecommunications industry (ii) a $1.2 million
decrease in sales of IBM software due to an IBM change to fee-based revenue in
1998, (iii) a $1.2 million increase in sales of Year 2000 services, and (iv) a
$1.3 million increase in equipment resales to new customers. The Company further
expects to report a total net loss of $11.2 million for the fiscal year ended
December 31, 1998, representing a $5.2 million or 86.7% increase from a $6
million loss for the fiscal year ended December 31, 1997. The increase in net
loss during fiscal year 1998 was primarily the result of the Company's
continuing investment in the infrastructure needed to manage the Company's
current and expected future growth.
