UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
NEOMEDIA TECHNOLOGIES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
640505 10 3
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(CUSIP Number)
December 31, 1998
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Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
| | Rule 13d-1(c)
| | Rule 13d-1(d)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
<PAGE>
CUSIP No. 640505103 13G
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles W. Fritz
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
Not Applicable
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (5) SOLE VOTING POWER
SHARES BENE-
FICIALLY 2,392,169
OWNED BY
EACH REPORT- (6) SHARED VOTING POWER
ING PERSON
WITH Not applicable
(7) SOLE DISPOSITIVE POWER
2,321,169
(8) SHARED DISPOSITIVE POWER
Not applicable
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,321,169
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.18%
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4 Pages
<PAGE>
SCHEDULE 13G
CHARLES W. FRITZ
ITEM 1.
(a) NeoMedia Technologies, Inc.
(b) 2201 Second Street, Suite 600
Fort Myers, FL 33901
ITEM 2.
(a) Charles W. Fritz
(b) 2201 Second Street, Suite 600
Fort Myers, FL 33901
(c) U.S.A.
(d) Common Stock
(e) 640505 10 3
ITEM 3.
Not applicable.
ITEM 4. OWNERSHIP.
(a) 1,578,169 Shares directly owned, and 814,000 options to
purchase common shares directly owned.
(b) 24.18%
(c) (i) 2,392,169
(ii) Not applicable.
(iii) 2,392,169
(iv) Not applicable.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
Page 3 of 4 Pages
<PAGE>
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and behalf, I
certify that the information set forth in this statement is true, complete and
correct.
2/18/99
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Date
/s/ CHARLES W. FRITZ
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Signature
CHARLES W. FRITZ
PRESIDENT
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Name/Title
Page 4 of 4 Pages
