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): October 3, 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 July 25, 2003, NeoMedia Technologies, Inc. ("NeoMedia") signed a non-binding
letter of intent to acquire and merge with Secure Source Technologies ("SST") of
Silver Spring, Maryland, including the acquisition of seven U.S. and Canadian
patents with Homeland Security and wireless industry applications. On October 3,
2003, NeoMedia and SST signed a definitive merger document (see Exhibit 3.1) and
consummated the merger on October 8, 2003. Pursuant to the Merger Agreement
dated October 3, 2003, NeoMedia issued 3,500,000 shares of NeoMedia's common
stock in exchange for all of the outstanding shares of SST. The two companies
will centralize administrative and management functions at NeoMedia's
headquarters in Fort Myers, Florida.
Among SST's assets being purchased by NeoMedia are the following eight patents:
o US Patent #5,456,498
o US Patent #4,588,211
o US Patent #6,530,601
o US Patent #6,315,329
o US Patent #6,089,610
o US Patent #4,634,148
o US Patent #4,724,309
o Canadian Patent #CA 1241037, Application #453664
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ITEM 7. EXHIBITS.
Exhibit
Document
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99.1 Merger Agreement between NeoMedia
Technologies, Inc., and Secure Source
Technologies, Inc., dated October 3, 2003
99.2 Press release dated October 8, 2003
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SIGNATURES
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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: October 8, 2003 By:/s/ Charles T. Jensen
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Charles T. Jensen, President,
Chief Operating Officer, Acting
Chief Executive Officer and
Director
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