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 10, 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 (IRS Employer
Incorporation) File Number) Identification No.)
2201 Second Street, Suite 600, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Acquisition of 12Snap AG
On February 10, 2006, NeoMedia Technologies, Inc. ("NeoMedia) and 12Snap
AG ("12Snap") signed a definitive sale and purchase agreement (the "Agreement")
under which NeoMedia acquired all of the outstanding shares of 12Snap in
exchange for $2,500,000 cash and $19,500,000 in shares of NeoMedia common stock.
The $19,500,000 cash portion of the purchase price is represented by 49,294,581
shares of NeoMedia common stock, calculated by dividing $19,500,000 by the
volume-weighted average closing price of NeoMedia common stock for the ten day
up to and including February 9, 2006.
Closing is scheduled to occur on February 22, 2006, or at another date as
agreed by NeoMedia and 12Snap. Cash and shares certificates will be exchanged,
and the merger will become effective, at the closing.
12snap AG is a non-public incorporated company headquartered in Munich
with branches in Dusseldorf, New York, London, Milan, Stockholm and Vienna. As
an expert in innovative marketing and entertainment for mobile phones, 12snap
combines know-how in mobile applications, mobile loyalty and mobile marketing.
In the mobile marketing space, 12snap creates and implements national and
pan-European mobile marketing campaigns for international brands; its mobile
loyalty business unit offers customer loyalty programs for companies and brands,
and its mobile applications business unit is the center for development and
software. 12snap sells and licenses a wide spectrum of mobile solutions to
satisfy the demands of the current growing market and the new uses of the third
mobile phone generation from dynamic video services and multiplayer games to
personalized messaging applications. 12snap has 75 employees, and services to
companies including McDonald's, MTV(R), Coca-Cola, Ferrero, Wella, adidas,
Unilever and Gillette(R).
The Agreement is attached hereto as exhibit 16.1. On February 14, 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.
(Registrant)
Date: February 13, 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
12Snap
16.2 Press release dated February 14, 2006
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