U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM 10-KSB/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER 0-21743
NEOMEDIA TECHNOLOGIES, INC.
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(Name of Small Business Issuer in Its Charter)
DELAWARE 36-3680347
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2201 SECOND STREET, SUITE 600, FORT MYERS, FL 33901
- --------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number (Including Area Code) 941-337-3434
Amendment to include Part III information. Portions of Registrant's
Proxy Statement will NOT be incorporated by reference into this Form 10KSB-A.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS
As of March 31, 2000, NeoMedia's directors and executive officers were:
NAME AGE POSITION HELD
- ---- --- ------------
Charles W. Fritz.............. 43 Chief Executive Officer, Director and
Chairman of the Board
William E. Fritz.............. 69 Secretary and Director
William F. Goins............. 58 President, Chief Operating Officer and
Director
Charles T. Jensen............. 56 Chief Financial Officer, Vice-President,
Treasurer, and Director
Robert T. Durst............... 47 Chief Technical Officer, Executive Vice-
President and Director
A. Hayes Barclay............ 69 Director
James J. Keil.................. 72 Director
Paul Reece..................... 63 Director
John A. Lopiano.............. 61 Director
CHARLES W. FRITZ, age 43, is a founder of NeoMedia and has served as
its President and as a Director since its inception, and as Chief Executive
Officer and Chairman of the Board of Directors since August 6, 1996. Mr. Fritz
is currently a member of the Compensation Committee. Prior to founding NeoMedia,
Mr. Fritz was an Account Executive with IBM Corporation from 1986 to 1988,
Director of Marketing and Strategic Alliances for the Information Consulting
Group from 1988-1989, and a Consultant for McKinsey & Company. Mr. Fritz holds
an M.B.A. from Rollins College and a B.A. in finance from the University of
Florida. Mr. Fritz is the son of William E. Fritz, a Director of NeoMedia, and
its Secretary.
WILLIAM E. FRITZ, age 69, is a founder of NeoMedia and has served as
Secretary and Director since its inception. He also served as Treasurer of
NeoMedia from its inception until May 1, 1996. Mr. Fritz, who has over 34 years
in establishing and operating privately owned companies, currently is, and for
at least the past ten years has been, an officer and either the sole stockholder
or a majority stockholder, of G.T. Enterprises, Inc. (formerly Gen-Tech, Inc.),
D.M., Inc. (formerly Dev-Mark, Inc.) and EDSCO, three railroad freight car
equipment manufacturing companies. Mr. Fritz holds a B.S.M.E. and a Bachelor of
Naval Science degree from the
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University of Wisconsin. Mr. Fritz is the father of Charles W. Fritz, NeoMedia's
Chief Executive Officer and Chairman of the Board.
WILLIAM F. GOINS, age 58, has been President and Chief Operating
Officer since August 1, 1999. He has been a director since October 21, 1999.
Prior to joining NeoMedia, Mr. Goins worked as a consultant for a variety of
companies. Mr. Goins held the positions of Vice President of Sales for Moore
Document Solutions from June 1996 to August 1997. He was Chief Operating Officer
from January 1995 to November 1995 for Education Alternatives, Inc., a corporate
alliance providing turnkey services to public and private schools. Mr. Goins
held various positions during his 16 years at Xerox Corporation, including the
President of Integrated Systems Operations of Xerox Corporation from 1992 to
1994. Mr. Goins holds a B.S. from Morgan State University.
CHARLES T. JENSEN, age 56, has been Chief Financial Officer, Treasurer
and Vice President of NeoMedia since May 1, 1996. He has been a Director since
August 6, 1996. Mr. Jensen currently is a member of the Compensation Committee.
Prior to joining NeoMedia in November, 1995, Mr. Jensen, who has over 30 years
of audit, finance and business experience, including audit experience with Price
Waterhouse & Co., was Chief Financial Officer of Jack M. Berry, Inc., a Florida
corporation which grows and processes citrus products, from December, 1994 to
October, 1995, and at Viking Range Corporation, a Mississippi corporation which
manufactures gas ranges, from November, 1993 to December, 1994. From December,
1992 to February, 1994, Mr. Jensen was Treasurer of Lin Jensen, Inc., a Virginia
corporation specializing in ladies clothing and accessories. Prior to that, from
January, 1982 to March, 1993, Mr. Jensen was Controller and Vice-President of
Finance of The Pinkerton Tobacco Co., a tobacco manufacturer. Mr. Jensen holds a
B.B.A. in accounting from Western Michigan University and is a Certified Public
Accountant.
ROBERT T. DURST, JR., age 47, has been Chief Technical Officer and
Executive Vice-President since July 21, 1997. He has been a Director since
August 6, 1996. Prior to joining NeoMedia, Mr. Durst held management positions
with Symbol Technologies, Inc., Bohemia, New York, from February, 1992 to March,
1996 where, among other things, he worked extensively on two dimensional bar
code technology. From March, 1986 to February, 1992, Mr. Durst was employed as a
Technical Director by Pitney Bowes, Inc., Stamford, Connecticut. Mr. Durst holds
an M.A. in Cognitive Psychology from the University of Illinois and a B.A. from
Allegheny College.
A. HAYES BARCLAY, age 69, has been a Director of NeoMedia since August
6, 1996, and currently is a member of the Stock Option Committee and the Audit
Committee. Mr. Barclay has practiced law for approximately 36 years and since
1967, has been an officer, owner and employee of the law firm of Barclay &
Damisch, Ltd. and its predecessor, with offices in Chicago, Wheaton and
Arlington Heights, Illinois. Mr. Barclay holds a B.A. degree from Wheaton
College, a B.S. from the University of Illinois and a J.D. from the Illinois
Institute of Technology - Chicago Kent College of Law.
JAMES J. KEIL, age 72, has been a Director of NeoMedia since August 6,
1996. Mr. Keil currently is a member of the Compensation Committee, the Stock
Option Committee and the Audit Committee. He is founder and president of Keil &
Keil Associates, a business and marketing consulting firm located in Washington,
D.C., specializing in marketing, sales, and document applications technology
projects. Prior to forming Keil & Keil Associates in 1990, Mr. Keil worked for
approximately 38 years at
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IBM Corporation and Xerox Corporation in various marketing, sales and senior
executive positions. From 1989-1995, Mr. Keil was on the Board of Directors of
Elixir Technologies Corporation (a non-public corporation), and from 1990-1992
was the Chairman of its Board of Directors. From 1992-1996, Mr. Keil served on
the Board of Directors of Document Sciences Corporation. Mr. Keil holds a B.S.
degree from the University of Dayton.
PAUL REECE, age 63, has been a Director of NeoMedia since August 6,
1996, and currently is a member of the Compensation Committee. From 1987 until
1995, when he retired from Pitney Bowes, Inc., Stamford, Connecticut, Mr. Reece
served at various times as its Vice-President of Operations and Technology
Division, Vice-President of Technical Systems and Advanced Products and
Vice-President of Corporate Engineering and Technology. Prior to joining Pitney
Bowes, Inc., Mr. Reece worked for 19 years at General Electric Company in
various technical, marketing and engineering positions. Mr. Reece holds a B.S.,
M.S. and PhD. in electronics and engineering from the University of Manchester,
England.
JOHN A. LOPIANO, age 61, has been a director of NeoMedia since July 29,
1998 and is currently a member of the Audit Committee and Compensation
Committee. He recently retired as Senior Vice President of Xerox Corporation and
President of its Production Systems Group. Prior to joining Xerox in April,
1990, Mr. Lopiano was employed for approximately 25 years by IBM Corporation
serving in various management, marketing and product development positions. Mr.
Lopiano holds a B.S. degree from the United States Military Academy and a Master
of Business Administration from New York University. Mr. Lopiano served as a
member of Xerox's Operations Committee, Management Audit Committee, The Xerox
Foundation and the Business Development Forum (of which he is a co-chairman). In
addition, since July, 1995, Mr. Lopiano has been a trustee of the Rochester
Institute of Technology, Rochester, New York, and is currently chairman of its
Education Committee. Since March, 1998, he has been a director of Interleaf,
Inc., a company listed on the Nasdaq National Market System.
Directors are elected on an annual basis. Each director of NeoMedia
holds office until the next annual meeting of the shareholders or until that
director's successor has been elected and qualified or until earlier death or
resignation. At present, NeoMedia's by-laws provide for not less than one
director nor more than ten. Currently, there are nine directors. NeoMedia's
by-laws permit the Board of Directors to fill any vacancy and such director may
serve until the next annual meeting of shareholders or until his successor is
elected and qualified. Officers of NeoMedia are elected by the Board of
Directors on an annual basis and serve until the next annual meeting of the
Board of Directors and until their successors have been duly elected and
qualified.
NeoMedia has agreed, for a period of four years from November 25, 1996,
if so requested by Joseph Charles & Associates, Inc. ("Joseph Charles"), the
representative of the several underwriters of NeoMedia's initial public
offering, to nominate a designee of Joseph Charles as a director of NeoMedia.
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DIRECTOR COMPENSATION
Directors are reimbursed for expenses actually incurred in connection
with attending meetings of the Board of Directors. Until February 19, 1998,
non-employee directors received options to purchase 3,000 shares of NeoMedia's
common stock under the 1996 Stock Option Plan upon election as a director and
received additional options to purchase 1,000 shares of NeoMedia's common stock
under the 1996 Stock Option Plan as of the date of each annual meeting at which
such person is re-elected and continues to serve as a director. On February 19,
1998, the Board of Directors approved the payment to non-employee directors of
director fees of $2,000 per meeting attended and approved the granting to the
non-employee directors of options to purchase 14,000 shares of NeoMedia's common
stock under the 1998 Stock Option Plan. Upon election or re-election as a
director, non-employee directors will now receive options to purchase 15,000
shares of NeoMedia's common stock under the 1998 Stock Option Plan. NeoMedia
anticipates that the Board of Directors will meet at least five times a year.
Effective October 27, 1998, a resolution was passed to grant 3,000 stock options
to each non-employee director in lieu of the $2,000 director fee per meeting.
These options are immediately vested. On August 12, 1999, the board of Directors
passed a resolution granting non-employee directors the choice between a
director fee of $2,000 or options to purchase 3,000 shares of NeoMedia's common
stock under the 1998 Stock Option Plan. These options are immediately vested.
COMMITTEES OF THE BOARD OF DIRECTORS
NeoMedia's Board of Directors has an Audit Committee, Compensation
Committee and a Stock Option Committee. The Board of Directors does not have a
standing Nominating Committee.
AUDIT COMMITTEE. Until February 19, 1998, NeoMedia's Board of Directors
acted as the Audit Committee, which is responsible for nominating NeoMedia's
independent accountants for approval by the Board of Directors, reviewing the
scope, results and costs of the audit with NeoMedia's independent accountants,
and reviewing the financial statements, audit practices and internal controls of
NeoMedia. On February 19, 1998, the Board of Directors elected James J. Keil, A.
Hayes Barclay and Charles T. Jensen to be the sole members of the Audit
Committee, which now is composed of a majority of non-employee directors. On
December 10, 1999 the Board of Directors elected John Lopiano to replace Charles
T. Jensen on the Audit Committee. During 1999, this committee held three
meetings.
COMPENSATION COMMITTEE. The Compensation Committee is responsible for
recommending compensation and benefits for the executive officers of NeoMedia to
the Board of Directors and for administering NeoMedia's Incentive Plan for
Management. Charles W. Fritz, Charles T. Jensen, James J. Keil and Paul Reece
are the current members of NeoMedia's Compensation Committee. On July 12, 1999
the Board of Directors also elected John Lopiano to serve on this committee.
During 1999, this Committee held three meetings.
STOCK OPTION COMMITTEE. The Stock Option Committee, which is comprised
of non-employee directors, is responsible for administering NeoMedia's Stock
Option Plans.
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A. Hayes Barclay and James J. Keil are the current members of NeoMedia's Stock
Option Committee. During 1999, this Committee held six meetings.
During 1999, all directors attended at least 75% of the combined total
meetings of the Board and Committees on which they served.
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<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
compensation paid to (i) NeoMedia's Chief Executive Officer and (ii) each of
NeoMedia's four other executive officers who received aggregate cash
compensation in excess of $100,000 for services rendered to NeoMedia
(collectively, "the Named Executive Officers") during the years ended December
31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
----------------------------------------------------- ------------
SECURITIES
OTHER UNDER-
ANNUAL LYING ALL OTHER
NAME AND COMPEN- WARRANTS/ COMPEN-
PRINCIPAL POSITION YEAR SALARY SATION BONUS OPTIONS SATION
- ------------------ ---- ------ ---------- ----- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Charles W. Fritz 1999 $250,000 -- -- 400,000(3) $ 84,914(7)
President and Chief 1998 250,000 -- -- 400,000(3) 58,820(7)
Executive Officer 1997 181,334 -- -- 300,000(2) 11,859(7)
Charles T. Jensen 1999 $150,000 -- -- 180,000(3) $ 42,712(7)
Chief Financial Officer, 1998 150,000 -- -- 180,000(3) 38,613(7)
Vice-President and 1997 117,333 -- 21,569(7)
Treasurer
Robert T. Durst, Jr 1999 $170,000 -- 210,000(3) $ 13,876(7)
Executive Vice-President 1998 170,000 -- -- 180,000(3) 13,428(7)
and Chief Technical Officer 1997 150,498 $ 15,713(4) -- -- 15,004(7)
James Marshall(9) 1999 $122,250 -- $ 12,000(6) -- $ 6,063(8)
Executive Vice-President - 1998 163,000 -- $ 28,960(6) 230,000(3) 2,578(8)
Sales and Marketing 1997(5) -- -- -- -- --
William F. Goins 1999 $ 75,000 $ 25,000(10) $200,000(3 & 625(8)
President and Chief 1998(5) -- -- -- -- --
Operating Officer 1997(5) -- -- -- -- --
</TABLE>
- --------------------------------------------------
(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal
benefits has been omitted in those instances where the aggregate amount
of such perquisites and other personal benefits constituted less than
the lesser of $50,000 or 10% of the total of annual salary and bonuses
for the Named Executive Officer for such year.
(2) Represents a warrant, exercisable for a period of five years commencing
December 11, 1997, to purchase up to 300,000 shares of Common Stock at
an exercise price of $7.875.
(3) Represents options granted under NeoMedia's 1998 Stock Option Plan.
(4) Represents relocation expenses.
(5) Was not employed by NeoMedia during this year.
(6) Represents sales bonus paid.
(7) Includes life insurance premiums where policy benefits are payable to
beneficiary of the Named Executive Officer, automobile expenses
attributable to personal use and the corresponding income tax effects.
(8) Automobile expenses attributable to personal use and the corresponding
income tax effects.
(9) Mr. Marshall resigned his employment from NeoMedia effective June 30,
1999.
(10) Represents sign-on bonus.
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<PAGE>
EMPLOYMENT AGREEMENTS
NeoMedia has entered into five year employment agreements ending April
30, 2001, with each of Charles W. Fritz, its Chief Executive Officer and
Chairman of the Board of Directors, and Charles T. Jensen, its Vice President,
Chief Financial Officer and Treasurer, and with Robert T. Durst, Jr., its
Executive Vice-President and Chief Technical Officer, ending March 31, 2001. The
employment agreements for Messrs. Fritz, Durst and Jensen provide for an annual
salary of $170,000, $140,000 and $110,000, respectively, subject to annual
review by the Board of Directors which may increase but not decrease such
salary, and participation in all benefits and plans available to executive
employees of NeoMedia. Effective as of January 1, 1998, the Board of Directors
increased the annual salary of Messrs. Fritz, Durst and Jensen to $250,000,
$170,000 and $150,000, respectively. In addition, during 1998 the Board of
Directors granted to Messrs. Fritz, Durst and Jensen options to purchase
400,000, 180,000 and 180,000, respectively, shares of NeoMedia common stock
under the 1998 Stock Option Plan. During 1999, the Board of Directors granted to
Messrs. Fritz, Durst and Jensen options to purchase 400,000, 210,000 and
180,000, respectively, shares of NeoMedia common stock under the 1998 Stock
Option Plan.
During 1999, NeoMedia entered into a one-year employment agreement
ending July 31, 2000, with William F. Goins, its President and Chief Operating
Officer. The agreement provides for an annual salary of $180,000, subject to
periodic review by the Board of Directors which may increase but not decrease
such salary, and participation in all benefits and plans available to executive
employees of NeoMedia. In addition, during 1999 the Board of Directors granted
to Mr. Goins options to purchase 200,000 shares of NeoMedia common stock under
the 1998 Stock Option Plan.
Each employment agreement terminates upon the employee's death or
retirement, and may be terminated by NeoMedia upon the employee's total
disability, as defined in the agreement, or for cause which is defined, among
other things, as the willful failure to perform duties, embezzlement, or
conviction of a felony. In addition, Messrs. Fritz, Durst and Jensen participate
in a special insurance disability plan and receive life insurance benefits not
generally offered to other employees and are also entitled to certain severance
benefits. These severance benefits vary depending upon the reason for
termination and whether there has been a change in control of NeoMedia. If
termination occurs by NeoMedia (except for cause or total disability) or by the
employee for good reason, as defined in the employment agreement, the agreement
provides that NeoMedia will pay to the terminated employee (i) his salary
through the date of termination, (ii) any deferred and unpaid amounts due under
NeoMedia's Incentive Plan for Management, (ii) any accrued deferred
compensation, (iv) an amount equal to two times the sum of his annual base
salary plus his highest incentive compensation for the last two years, (v)
unpaid incentive compensation including a pro-rata amount of contingent
incentive compensation for uncompleted periods, (vi) in lieu of any stock
options granted whether under NeoMedia's Stock Option Plans or otherwise (which
are canceled upon the following payment), a cash amount equal to the aggregate
spread between the exercise prices of all options held at such time by such
terminated employee and the higher of the highest bid price of the common stock
during the twelve months immediately preceding the date of termination, or the
highest price per share of common stock actually paid in connection with any
change in control (as defined in the employment agreement) of
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NeoMedia, provided that such payments do not violate the provisions of any
option or the 1996 Stock Option Plan or other plan then in effect, (vii) an
amount equal to any taxes payable on these payments, (viii) all relocation
expenses if the terminated employee moves his principal residence more than 50
miles within one year from the date of termination, and (ix) all legal fees and
expenses incurred as a result of the termination. In addition, unless
termination is for cause, NeoMedia must continue to fund through the terminated
employee's normal retirement age any key man insurance that is in effect on the
date of termination, maintain in effect for the benefit of the terminated
employee all employee benefit plans, programs, or arrangements in effect
immediately prior to the date of termination. If the terminated employee's
continued participation under such plan and programs is not allowable, NeoMedia
is obligated to provide him with similar benefits. Each employment agreement
provides that services may be performed for companies, other entities, and
individuals (whether or not affiliated with NeoMedia) provided that the
performance of such service does not prevent the employee from attending to the
affairs of NeoMedia, and such companies are not in competition with NeoMedia.
The employment agreements of Messrs. Fritz and Durst contain provisions
prohibiting their competing with NeoMedia both during and, depending upon the
reason for such termination, for one year following the termination of their
employment.
INCENTIVE PLAN FOR MANAGEMENT
Effective as of January 1, 1996, NeoMedia adopted an Annual Incentive
Plan for Management ("Incentive Plan"), which provides for annual cash bonuses
to eligible employees based upon the attainment of certain corporate and
individual performance goals during the year. The Incentive Plan is designed to
provide additional incentive to NeoMedia's management to achieve these growth
and profitability goals. Participation in the Incentive Plan is limited to those
employees holding positions assigned to incentive eligible salary grades and
whose participation is authorized by NeoMedia's Compensation Committee which
administers the Incentive Plan, including determination of employees eligible
for participation or exclusion. The Board of Directors can amend, modify or
terminate the Incentive Plan for the next plan year at any time prior to the
commencement of such next plan year.
To be eligible for consideration for inclusion in the Incentive Plan,
an employee must be on NeoMedia's payroll for the last three months of the year
involved. Death, total and permanent disability or retirement are exceptions to
such minimum employment, and awards in such cases are granted on a pro-rata
basis. In addition, where employment is terminated due to job elimination, a pro
rata award may be considered. Employees who voluntarily terminate their
employment, or who are terminated by NeoMedia for unacceptable performance,
prior to the end of the year are not eligible to participate in the Incentive
Plan. All awards are subject to any governmental regulations in effect at the
time of payment.
Performance goals are determined for both NeoMedia's and the employee's
performance during the year, and if performance goals are attained, eligible
employees are entitled to an award based upon a specified percentage of their
base salary.
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Bonuses in the amount of $151,000 were earned by employees pursuant to
the Incentive Plan for Management for the year ended December 31, 1999. However,
no bonuses were paid to Neomedia's executive officers during 1999. No bonuses
were paid to or earned by employees for the year ended December 31, 1998.
STOCK OPTION PLANS
Effective as of February 1, 1996 (and amended and restated effective
July 18, 1996 and further amended through November 18, 1996), NeoMedia adopted
its 1996 Stock Option Plan ("1996 Stock Option Plan"). The 1996 Stock Option
Plan provides for the granting of non-qualified stock options and "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, and provides for the issuance of a maximum of 1,500,000 shares
of common stock. All 1,500,000 options were granted under NeoMedia's 1996 Stock
Option Plan.
Effective March 27, 1998, NeoMedia adopted its 1998 Stock Option Plan
("1998 Stock Option Plan"). The 1998 Stock Option Plan provides for the granting
of non-qualified stock options and provides for the issuance of a maximum of
8,000,000 shares of common stock.
401(k) PLAN
NeoMedia maintains a 401(k) Profit Sharing Plan and Trust (the "401(k)
Plan"). All employees of NeoMedia who are 21 years of age and who have completed
three months of service are eligible to participate in the 401(k) Plan. The
401(k) Plan provides that each participant may make elective contributions of up
to 20% of such participant's pre-tax salary (up to a statutorily prescribed
annual limit, which is $10,000 for 1999) to the 401(k) Plan, although the
percentage elected by certain highly compensated participants may be required to
be lower. All amounts contributed to the 401(k) Plan by employee participants
and earnings on these contributions are fully vested at all times. The 401(k)
Plan also provides for matching and discretionary contributions by NeoMedia. To
date, NeoMedia has not made any such contributions.
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OPTIONS GRANTED IN THE LAST FISCAL YEAR
The following presents certain information on stock options for the
Named Executive Officers for the year ended December 31, 1999:
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE EXPIRATION
NAME GRANTED(1) EMPLOYEES PRICE DATE
- ---- ---------- --------- ----- ----
<S> <C> <C> <C> <C>
Charles W. Fritz 200,000 11.6% $3.63 02/25/09
200,000 11.6% $5.13 10/21/09
Charles T. Jensen 90,000 5.2% $3.63 2/25/09
90,000 5.2% $5.13 10/21/09
Robert T. Durst, Jr. 90,000 5.2% $3.63 02/25/09
120,000 7.0% $5.13 10/21/09
William Goins 100,000 5.8% $7.81 08/02/09
100,000 5.8% $5.13 10/21/09
</TABLE>
- -----------------------------------
(1) Options granted under the 1998 Stock Option Plan.
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES
The following table sets forth options exercised by NeoMedia Named
Executive Officers during fiscal 1999, and the number and value of all
unexercised options at fiscal year end.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
SECURITIES IN-THE-MONEY
SHARES UNDERLYING OPTIONS/SARS OPTIONS/SARS AT
ACQUIRED VALUE AT DECEMBER 31, 1999 DECEMBER 31, 1999(1)
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles W. Fritz(2) -- -- 654,000 560,000 $ 203,400 $ 417,600
Charles T. Jensen 1,000 $ 840 196,386 252,000 $ 441,029 $ 187,920
Robert T. Durst, Jr. 25,000 $ 21,000 242,657 276,000 $ 594,579 $ 187,920
William Goins -- -- 40,000 160,000 $ -- $ --
James Marshall(3) 36,000 $ 118,050 -- -- $ -- $ --
</TABLE>
- -----------------------------------------
(1) The value of the in the money options is calculated by the difference
between the market price of the stock at December 31, 1999 and the exercise
price of the options.
(2) Includes stock options and warrants.
(3) Mr. Marshall resigned his employment with NeoMedia effective June 30, 1999.
As of that date, all unexercised options terminated.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of NeoMedia's common stock as of March 31, 2000, (i) by each person or
entity known by NeoMedia to own beneficially more than five percent of
NeoMedia's Common Stock, (ii) by each of NeoMedia's directors and nominees,
(iii) by each executive officer of NeoMedia named in the Summary Compensation
Table and (iv) by all executive officers and directors of NeoMedia as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS(1)
- ------------------------ ----------------------- -------------------
<S> <C> <C>
Charles W. Fritz(2)(3)............................ 2,276,969 18.2%
Fritz Family Limited Partnership(2)(4)............ 1,511,742 12.1%
Chandler T. Fritz 1994 Trust(2)(5)(6) ............ 58,489 *
Charles W. Fritz 1994 Trust(2)(5)(7) ............. 58,489 *
Debra F. Schiafone 1994 Trust(2)(5)(8)............ 53,489 *
William and Edna Fritz(4)(5)...................... 175,752 1%
Charles T. Jensen(2)(9)........................... 233,886 2%
William Goins(2)(9)............................... 40,000 *
John Lopiano(9)................................... 85,000 *
Robert T. Durst, Jr.(2)(9)........................ 248,657 2%
A. Hayes Barclay(10)(11) ......................... 74,000 *
James J. Keil(10)(12)............................. 100,000 *
Paul Reece(9)(13) ................................ 75,000 *
All executive officers and
directors as a group (9 persons)(14)............ 4,821,006 38.5%
</TABLE>
- --------------------------------------
* less than one percent of issued and outstanding shares of Common Stock
of NeoMedia
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes generally voting power
and/or investment power with respect to securities. Options to purchase
shares of Common Stock currently exercisable or exercisable within
sixty days of March 31, 2000 are deemed outstanding for computing the
beneficial ownership percentage of the person holding such options but
are not deemed outstanding for computing the beneficial ownership
percentage of any other person. Except as indicated by
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footnote, to the knowledge of NeoMedia, the persons named in the table
above have the sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
(2) c/o NeoMedia Technologies, Inc.
2201 Second Street, Suite 600
Fort Myers, FL 33901
(3) Mr. Fritz may be deemed to be a parent and promoter of NeoMedia, as
those terms are defined in the Securities Act of 1933, as amended.
Shares beneficially owned include (i) 400 shares of Common Stock (100
shares owned by each of Mr. Fritz's four minor children for an
aggregate of 400 shares), (ii) 414,000 shares of Common Stock issuable
upon exercise of two separate warrants to purchase Common Stock which
are currently exercisable, and (iii) 320,000 shares of common stock
issuable upon exercise of options granted under NeoMedia's 1998
Employee Stock Option Plan.
(4) William E. Fritz, Secretary of NeoMedia, and his wife, Edna Fritz, are
the general partners of the Fritz Family Limited Partnership and
therefore each are deemed to be the beneficial owner of the 1,511,742
shares held in the Fritz Family Partnership. As Trustee of each of the
Chandler R. Fritz 1994 Trust, Charles W. Fritz 1994 Trust and Debra F.
Schiafone 1994 Trust, William E. Fritz is deemed to be the beneficial
owner of the shares of NeoMedia held in each trust. Accordingly, Mr.
William E. Fritz is deemed to be the beneficial owner of an aggregate
of 1,857,961 shares (170,467 of which as a result of being trustee of
the Chandler T. Fritz 1994 Trust, Charles W. Fritz 1994 Trust and Debra
F. Schiafone 1994 Trust, 1,511,742 shares as a result of being
co-general partner of the Fritz Family Partnership, 138,229 shares
owned by Mr. Fritz or his spouse, 12,523 shares to be issued upon the
exercise of warrants held by Mr. Fritz or his spouse and 25,000 shares
to be issued upon the exercise of warrants held by Mr. Fritz or his
spouse). Mr. William E. Fritz may be deemed to be a parent and promoter
of NeoMedia, as those terms are defined in the Securities Act.
(5) William E. Fritz is the Trustee of this Trust and therefore is deemed
to be the beneficial owner of such shares.
(6) Chandler T. Fritz, son of William E. Fritz, is primary beneficiary of
this trust.
(7) Charles W. Fritz, son of William E. Fritz and President and Chief
Executive Officer of NeoMedia, is primary beneficiary of this trust.
(8) Debra F. Schiafone, daughter of William E. Fritz, is primary
beneficiary of this trust.
(9) Represents options granted under NeoMedia's 1996 and 1998 Stock Option
Plans which are currently exercisable.
(10) Includes 45,000 shares of common stock issueable upon exercise of
options granted under NeoMedias 1996 and 1998 stock option plans.
(11) c/o Barclay & Damisch Ltd.
115 West Wesley Street
Wheaton, IL 60187
13
<PAGE>
(12) c/o Keil & Keil Associates
733 15th Street, N.W.
Washington, DC 20005
(13) c/o 380 Gulf of Mexico Drive
Long Boat Key, FL 34228\
(14) Includes an aggregate of 1,089,043 currently exercisable options to
purchase shares of Common Stock granted under NeoMedia's 1996 Stock
Option Plan and 1998 Stock Option Plan and 426,523 currently
exercisable warrants to purchase shares of Common Stock.
14
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In November 1996, NeoMedia entered into a lease with a William E. Fritz
whereby Mr. Fritz leased to NeoMedia an exhibition booth which cost $85,435.
Rental payments on the booth totaled $31,000 during 1999. The lease is for 36
months with monthly payments of $2,858. The lease expired in 1999.
In December 1998, the Company issued 30,000 options to buy shares of
the Company's common stock to John Lopiano at a price of $2.00 per share for
consulting services rendered.
In January 1999, Edna Fritz, spouse of William Fritz, purchased 82,372
shares of the Company's Common Stock from NeoMedia at a price of $3.03 per
share. In connection with this purchase, Mrs. Fritz received warrants to
purchase up to 8,237 shares at a price of $3.04 per share.
In January 1999, William Fritz purchased 42,857 shares of the Company's
Common Stock from NeoMedia at a price of $3.50 per share. In connection with
this purchase, Mr. Fritz received warrants to purchase up to 4,286 shares at a
price of $3.50 per share.
During each of the years ended December 31, 1999 and 1998, NeoMedia leased
office and residential facilities from Chas Fritz for rental payments totaling
$13,000.
In July 1999, the Company paid professional fees in the amount of $73,000
to James J. Keil for services related to the recruitment of NeoMedia's President
and Chief Operating Officer and one sales representative.
15
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Fort Myers, State of
Florida, on the 20th day of April, 2000.
NEOMEDIA TECHNOLOGIES, INC.
---------------------------
Registrant
By: /s/ CHARLES W. FRITZ
--------------------------------
Charles W. Fritz, Chief Executive
Officer and Chairman of the Board
In accordance with the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on April 20, 2000.
SIGNATURES TITLE
- ---------- -----
/s/ CHARLES W. FRITZ Chief Executive Officer,
- -------------------------------------- Chairman of the Board and Director
Charles W. Fritz
/s/ WILLAM F. GOINS President, Chief Operating
- -------------------------------------- Officer and Director
William F. Goins
/s/ WILLIAM E. FRITZ Secretary and Director
- --------------------------------------
William E. Fritz
/s/ CHARLES T. JENSEN Chief Financial Officer,
- -------------------------------------- Treasurer and Director
Charles T. Jensen
/s/ ROBERT T. DURST, JR. Director
- --------------------------------------
Robert T. Durst, Jr.
/s/ A. HAYES BARCLAY Director
- --------------------------------------
A. Hayes Barclay
/s/ JAMES J. KEIL Director
- --------------------------------------
James J. Keil
/s/ PAUL REECE Director
- --------------------------------------
Paul Reece
/s/ JOHN A. LOPIANO Director
- --------------------------------------
John A. Lopiano
16
