Attached files
| file | filename |
|---|---|
| EX-3.1 - NEOMEDIA TECHNOLOGIES INC | v177036_ex3-1.htm |
| EX-10.1 - NEOMEDIA TECHNOLOGIES INC | v177036_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________________
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): March 5, 2010
NeoMedia Technologies,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
0-21743
|
36-3680347
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
Two Concourse Parkway, Suite 500,
Atlanta, GA
|
30328
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
|
Registrant's
telephone number, including area code:
|
(678) 638-0460
|
Not
Applicable
(Former
Name or Former Address, If Changed Since Last Report)
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|
|
o
|
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.
On March
5, 2010, NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), entered
into a First Amendment to Investment Agreement (the “Amendment”) with YA
Global Investments, L.P., a Cayman Island exempted limited partnership (“YA”). The Amendment
amends that certain Investment Agreement by and between the Company and YA,
entered into on January 5, 2010 (the “Investment
Agreement”), which was described in the Company’s Current Report on Form
8-K as filed with the U.S. Securities and Exchange Commission on January 11,
2010. Pursuant to the Amendment, the Company and YA clarified certain
contemplated corporate actions (the “Actions”) initially
set forth in the Investment Agreement which require the approval of the
Company’s shareholders. The Company and YA also agreed to reduce the number of
days by which the Company would be required to hold a special meeting of
shareholders, for the purpose of voting on the Actions, from 120 days to 90
days. This summary description is qualified in its entirety by the
complete terms of the Amendment which is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
Item 3.03 Material
Modification to Rights of Security Holders.
On and effective as of March 5, 2010,
the Company filed a Certificate of Amendment to the Certificate of Designation
of the Company’s Series D Convertible Preferred Stock (the “Series D Amendment”).
The Series D Amendment reduced the Voting Period, as defined in Section
6 Voting
Rights of the Company’s Certificate of Designation of the Series D
Convertible Preferred Stock, from 120 days to 90 days. This summary description
is qualified in its entirety by complete terms of the Series D Amendment which
is attached hereto as Exhibit 3.1 and
incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
See Item 3.03 above with
respect to the Company’s filing of an amendment to its Articles of Incorporation
on March 5, 2010, the Series D Amendment, which amends the Company’s Certificate
of Designation of the Series D Convertible Preferred Stock.
Item 9.01 Financial
Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
|
EXHIBIT
|
DESCRIPTION
|
LOCATION
|
||
|
Exhibit 3.1
|
Certificate
of Amendment to the Certificate of Designation of the Series D Convertible
Preferred Stock of the Company
|
Provided
herewith
|
||
|
Exhibit
10.1
|
First
Amendment to Investment Agreement, dated March 5, 2010, by and between the
Company and YA Global Investments, L.P.
|
Provided
herewith
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
Date: March 11,
2010
|
NEOMEDIA TECHNOLGIES,
INC.
|
|
By: /s/
Michael
W. Zima
|
|
|
Name: Michael W.
Zima
|
|
|
Its: Chief Financial
Officer
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