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 17, 2006
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 Jurisdiction (Commission File (IRS Employer
Incorporation) Number) Identification No.)
2201 Second Street, Suite 600, Fort
Myers, Florida 33901
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(Address of Principal Executive (Zip Code)
Offices)
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Acquisition of Gavitec AG
On February 17, 2006, NeoMedia Technologies, Inc. ("NeoMedia) and Gavitec
AG ("Gavitec") of Wurselen, Germany (www.gavitec.com) signed a definitive sale
and purchase agreement (the "Agreement") under which NeoMedia acquired all of
the outstanding shares of Gavitec in exchange for $1,800,000 cash and $5,400,000
in shares of NeoMedia common stock. The $5,400,000 stock portion of the purchase
price is represented by 13,660,511 shares of NeoMedia common stock, calculated
by dividing $5,400,000 by the volume-weighted average closing price of NeoMedia
common stock for the ten days up to and including February 16, 2006.
Closing is scheduled to occur on February 23, 2006, or at another date as
agreed by NeoMedia and Gavitec. Cash and shares certificates will be exchanged,
and the merger will become effective, at the closing.
Gavitec was founded in 1997 as a specialized provider and manufacturer of
products and solutions for mobile marketing and mobile information technology.
As a technology leader in code-reading systems and software for mobile
applications, Gavitec offers its clients standardized or individual solutions in
the areas of mobile marketing, mobile ticketing, mobile couponing, and mobile
payment systems.
The Agreement is attached hereto as exhibit 16.1. On February 21, 2006,
NeoMedia issued a press release with respect to the Agreement, attached hereto
as Exhibit 16.2.
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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.
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(Registrant)
Date: February 17, 2006 By: /s/ Charles T. Jensen
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Charles T. Jensen, President,
Chief Executive Officer and Director
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Definitive Sale and Purchase Agreement between NeoMedia and
Gavitec
16.2 Press release dated February 21, 2006
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