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): April 8, 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
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[ ] 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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On April 8, 2005, NeoMedia Technologies, Inc. ("NeoMedia") acquired
from Loyaltypoint, Inc. ("Loyaltypoint") four issued United States patents, and
two patent applications, one each in Europe and Japan.
Following is a summary of each of the four issued patents:
o U.S. 6,430,554 B1 covers technology that uses uniquely-coded
objects, such as consumer goods to automatically generate an online
search for information related to those objects or goods from a
computer, PDA, mobile phone or other device;
o U.S. 6,651,053 B1 is an extension of U.S. 6,430,554 B1, covering
additional mechanisms for performing such searches using mobile
devices;
o U.S. 6,675,165 B1 covers uses of location-based technology to
deliver content that is based both on a particular advertisement and
the geographic location in which the advertisement is located; and
o U.S. 6,766,363 B1 covers techniques for providing information to end
users based on objects, goods or other items depicted in external
media, such as video, audio, film or printed matter.
In exchange for the patents and patent applications, NeoMedia paid
$1,500,000 cash. NeoMedia will also pay Loyaltypoint a 10% royalty on all future
licensing revenue earned by NeoMedia from the acquired patents.
The patent purchase agreement is attached hereto as Exhibit 16.1, and
NeoMedia's press release with respect to the acquisition is attached hereto as
Exhibit 16.2.
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: April 12, 2005 By: /s/ Charles T. Jensen
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Charles T. Jensen, President, Chief
Executive Officer, and Director
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Patent Purchase Agreement between NeoMedia and Loyaltypoint
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16.2 Press release dated April 12, 2005
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