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): February 25, 2005
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
On February 25, 2005, NeoMedia invested $250,000 in exchange for 8,333,333
shares of Pickups Plus, Inc. ("PUPS")(OTCBB:PUPS) restricted common stock. PUPS
is a retail operator and franchiser of retail automotive parts and accessories
stores catering to the light truck market, and also provides new vehicle
preparation, environmental protection packages, detailing and reconditioning
products and services.
Also on February 25, 2005, NeoMedia signed two non-binding letters of
intent (individually, an "LOI" and collectively the "LOIs") to acquire up to
100% of Automotive Preservation, Inc. ("AP"), a distributor of automotive paint
and accessory products, from AP's parent company, PUPS. The first LOI calls for
NeoMedia to initially acquire 30% of AP for $1,600,000, to be paid $600,000 in
cash, $554,000 in shares of NeoMedia restricted common stock, and $446,000
through the assumption of AP debt by NeoMedia. Under the second LOI, upon
completion of the acquisition of the initial 30% of AP by NeoMedia, NeoMedia
would have the option to acquire an additional 30% of AP for $1,650,000, payable
in shares of NeoMedia restricted common stock. The second LOI also gives
NeoMedia the option to purchase the final 40% of AP for either: (i) $2,200,000,
payable in shares of NeoMedia restricted common stock, if NeoMedia exercises
this right within 12 months of acquiring the second 30% of AP, or (ii) a price
equivalent to AP's previous quarter EBITDA multiplied by 8, payable in shares of
NeoMedia restricted common stock. Both LOIs are non-binding and subject to due
diligence by NeoMedia and AP.
NeoMedia's press release with respect to the investment and letters of
intent is attached hereto as exhibit 16.3.
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: February 28, 2005 By:/s/ Charles T. Jensen
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Charles T. Jensen, President, Chief Executive
Officer, Chief Operating Officer and Director
EXHIBIT INDEX
Exhibit Document
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16.1 Form of Letter of Intent between NeoMedia and Auto
Preservation, Inc., for NeoMedia to acquire initial
30% of Auto Preservation, Inc.
16.2 Form of Letter of Intent between NeoMedia and Auto
Preservation, Inc., for NeoMedia to acquire remaining
70% of Auto Preservation, Inc.
16.3 Press release dated March 1, 2005