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): September 13, 2004
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 2.01 - ACQUISITION OR DISPOSITION OF ASSETS.
BUSINESS DEVELOPMENT AGREEMENT
On September 10, 2004, NeoMedia Technologies, Inc. (the "Company") and
iPoint-media Ltd. ("iPoint-media") of Tel Aviv, Israel, entered into a business
development agreement whereby the Company will provide the following services to
iPoint:
- The Company and iPoint-media will jointly pursue select opportunities
in the areas of distributing video, audio and data over an interactive
broadband media access platform.
- The Company may serve as a reseller of iPoint-media's products and
services in North America on a non-exclusive basis with special focus
on the government (including state and local).
- The Company will seek to introduce iPoint-media to The Company's other
channel and alliance partners which may have interest in doing
business with iPoint-media.
o The Company and iPoint-media will reciprocate contracts to each
of the respective parties' partners and clients for opportunities
of synergy where reseller of finder's fee compensation may apply.
o The Company will make available appropriate resources for market
analysis and tactical evaluations for achieving business goals
surrounding iPoint-media operations in North America.
o The Company will provide resources in order to market
iPoint-media technology in strategic industry verticals including
government and telecommunications.
o The Company will contribute sales activities, both
conceptual/planning and direct, for iPoint-media products
including branding and repackaging initiatives, if desired by
iPoint, to further advance distribution of the iPoint-media
product suite.
o The Company will supply resources to manage accounts and perform
post sale support activities for iPoint-media technology
implementations.
- Where appropriate, the Company will support iPoint-media's efforts to
assist in securing approvals for iPoint-media's technology within
appropriate government and industry standards groups.
In exchange for entering into the service agreement, the Company received
7% ownership in iPoint.
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INVESTMENT IN IPOINT
In addition to the business development agreement, the Company acquired an
additional 10% ownership of iPoint-media for $1 million cash.
ABOUT IPOINT-MEDIA
iPoint-media was founded in April 2001 as a spin off from Imagine Visual
Dialog LTD, whose shareholders include Israeli-based Nisko group, a leading
Israeli holding company, Singapore-based Keppel T&T, and marketing and
advertising group WPP. iPoint-media specializes in Customer Interaction
Management and is the world's 1st developer of IP Video Call Centers for
Deutsche Telecom. Muki Geller, the founder of Imagine Visual Dialog, is the
founder, President & CEO of iPoint-media. iPoint-media is located in Tel Aviv,
Israel, with a European customer support center in The Netherlands.
iPoint-media's mission is to become the video access platform and application
engine of choice for service providers.
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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.
(Registrant)
Date: September 13, 2004 By: /s/ Charles T. Jensen
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Charles T. Jensen
President, Chief Operating
Officer, Chief Executive
Officer and Director
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EXHIBIT INDEX
Exhibit
Document
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2.1 Press release dated September 13, 2004
2.2 Form of Business Development Agreement between NeoMedia and
iPoint-media
2.3 Form of Investment Agreement between NeoMedia and iPoint-media
2.4 Form of Registration Rights Agreement between NeoMedia and
iPoint-media
2.5 Form of Indemnification Agreement between NeoMedia and
iPoint-media
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