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): December 9, 2003
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 402, Fort Myers, Florida 33901
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(Address of Principal Executive Offices) (Zip Code)
(239) - 337-3434
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(Registrant's Telephone Number, including Area Code)
Item 5. Other Events.
On December 9, 2003, NeoMedia Technologies, Inc. ("NeoMedia") signed a
non-binding letter of intent (the "LOI") to acquire Triton Global Business
Services Inc. and its parent company, BSD Software Inc. (Pink Sheets: BSDS),
both of Calgary, Alberta, Canada.
The LOI outlined terms, including an exchange of one share of NeoMedia common
stock for each share of BSD Software, not to exceed 40 million shares. The
transaction is dependent on due diligence by both companies, approval by
NeoMedia's Board of Directors, BSD Software's Board of Directors, shareholders,
required regulatory approvals, and other conditions.
Triton, formed in 1998 and acquired by BSD in 2002, is an Internet
Protocol-enabled provider of live and automated operator calling services,
e-business support, billing and clearinghouse functions and information
management services to telecommunications, Internet and e-business service
providers. The acquisition is subject to completion of due diligence by both
sides, as well as Board approval and other conditions.
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.
(Registrant)
Date: December 11, 2003 By: /s/ Charles T. Jensen
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Charles T. Jensen, President,
Chief Operating Officer, Acting
Chief Executive Officer and
Director
EXHIBIT INDEX
Sequential Exhibit
Page Number Document
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5 3.1 Letter of Intent for proposed transaction
between NeoMedia Technologies, Inc., and BSD
Software, Inc.
10 3.2 Press release dated December 11, 2003