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): October 18, 2000
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)
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ITEM 5. OTHER EVENTS
On October 18, 2000, NeoMedia Technologies, Inc. (the "Company")
entered into an agreement with Digital:Convergence Corporation ("DC"), granting
to DC a worldwide, non-exclusive license of the Company's extensive patent
portfolio for directly linking documents, objects and transactions to the
Internet. The license agreement provides for payment to the Company of minimum
annual royalties over a 10 year period, aggregating in excess of $100,000,000 in
cash and equity in DC. Specifically, the agreement provides:
(i) for $15 million in cash and/or common stock of DC (minimum
of $8 million payable in cash) payable during the first
contract year;
(ii) for a yearly royalty during years 2-10 equal to the
greater of (a) $10,000,000 or (b) 1.5% of DC revenues up
to $2.0 billion and 1% over $2 billion; the first $10
million of royalty each year being payable in cash and/or
DC common stock (minimum of $3 million payable in cash);
and
(iii) for the issuance to the Company of 1,415,760 shares of DC
common stock within the first year, or payment to the
Company of $15,431,784 payable in 3 equal annual
installments commencing on the first annual anniversary of
the license agreement.
In connection with the license, the Company granted DC warrants to purchase up
to 1.4 million shares of the Company's common stock at a price of $6.00 per
share.
The Company further announced that it is presently discussing with DC
the possibility of coordinating their respective efforts to achieve
interoperability between DC's systems and the Company's PaperClick system.
(See Press Release attached to this Form S-8 as an Exhibit.)
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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: October 23, 2000 By: /s/ CHARLES W. FRITZ
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Chief Executive Officer, Chairman of the
Board and Director
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
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99.l News release dated October 19, 2000, "NeoMedia Signs $100+
Million Patent Licensing Contract with Digital:Convergence"
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