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: January 14,
2010
NeoMedia Technologies,
Inc.
(Exact
Name of Registrant as Specified in 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)
|
| |
|
|
|
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 13c-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
|
Item
1.01. Entry Into a Material Definitive Agreement
On January 14, 2010, NeoMedia
Technologies, Inc., a Delaware corporation (the “Company”) entered
into a First Amendment to Employment Agreement (the “Amendment”) with Mr.
Iain A. McCready (the “Executive”) pursuant
to which the Company amended the Employment Agreement (the “Employment
Agreement”) entered into on June 10, 2008, by and between the Company and
the Executive. Under the terms of the Amendment, the Company shall compensate
the Executive for his services as Chief Executive Officer of the Company. Mr
McCready also serves as Chairman of the Company’s board of directors (the “Board”) but receives
no additional compensation for those services. The summaries of the Employment
Agreement and of the Amendment provided herein are qualified in their entirety
by the terms of each agreement, which are fully set forth and attached hereto as
Exhibit 10.1
and Exhibit
10.2, respectively, which are incorporated by reference
herein.
Pursuant
to the terms of the Amendment, the Executive’s term of employment was extended
from two (2) to four (4) years commencing on May 29, 2008 and ending on May 29,
2012, unless earlier terminated as provided in the Employment
Agreement.
Pursuant
to terms of the Employment Agreement, the Company agreed to pay the Executive a
base salary at an annual rate equal to One Hundred Sixty Thousand British Pounds
Sterling (₤160,000) (the “Base Salary”). Under
the terms of the Amendment, the Company and the Executive ratified the temporary
reduction in the Base Salary, for the period from April 1, 2009 through December
31, 2009, to an annual rate of One Hundred Forty Four Thousand British Pounds
Sterling (₤144,000), which returned to One Hundred Sixty Thousand British Pounds
Sterling (₤160,000) as of January 1, 2010.
Pursuant
to terms of the Employment Agreement the Company agreed to pay the Executive
annual incentive bonus compensation equal to (a) Twenty Thousand British Pounds
Sterling (₤20,000) and (b) up to thirty-seven and one-half percent (37.5%) of
the Base Salary for each year based upon objectives determined by the Board or
the Compensation Committee thereof in its sole discretion. Pursuant
to the terms of the Amendment, the Executive’s annual incentive bonus
compensation paid in the past for the first year was ratified and future
incentive compensation was clarified. The Amendment ratified the incentive bonus
payments made to the Executive of Twenty Thousand British Pounds Sterling
(₤20,000) and Thirty Thousand British Pounds Sterling (₤30,000) earned in the
first year. For the second, third and fourth years, the incentive compensation
was amended to provide for incentive compensation payments of up to fifty
percent (50%) of the Base Salary for each year based upon objectives determined
by the Board or the Compensation Committee thereof in its sole
discretion.
Pursuant
to terms of the Employment Agreement, the Executive is also entitled to receive
a sales bonus equal to the product of 0.025 and the total amount of cash and
fair market value (on the date of payment) of all property paid or payable
(including amounts paid in escrow) to the Company in connection with a Sale
Transaction (as defined in the Employment Agreement) (the “Sale Proceeds”) so
long as certain conditions are met as set forth in the Employment Agreement;
provided, however, that in calculating such sales bonus, such Sale Proceeds
shall be deemed not to exceed Two Hundred Million Dollars
($200,000,000). Under the terms of the Amendment, the sales bonus was
extended and may be earned by the Executive until May 29, 2012.
Pursuant
to the terms of the Amendment, the Company, subject to approval of the Board or
the Stock Option Committee thereof, agreed to issue to the Executive an option
to acquire Eighteen Million (18,000,000) shares of the Common Stock at a per
share exercise price to be determined prior to or upon the date of the grant
(the “Third
Option”). The Third Option shall vest in equal monthly increments of
Seven Hundred Fifty Thousand (750,000) shares on the 29th day of
each month commencing on June 29, 2010, subject to the continued employment of
the Executive with the Company on such dates, such that the Third Option is
vested and exercisable, with respect to one hundred percent (100%) of the shares
subject to the Third Option, as of May 29, 2012. Upon the occurrence of a Sale
Transaction or Change in Control (as defined in the Amendment) all such unvested
options immediately shall be vested and exercisable.
All other
terms and conditions in the Employment Agreement not revised in the Amendment
remain in full force and effect.
ITEM
3.02. UNREGISTERED SALES OF EQUITY SECURITIES
See Item 1.01 herein
above.
ITEM
8.01. OTHER EVENTS
On
January 20, 2010 the Company issued a press release (the “Press Release”)
announcing the Amendment. A copy of the Press Release has been furnished with
this Current Report on Form 8-K and is attached hereto as Exhibit 99.1, which
is hereby incorporated by reference herein in its entirety.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibit
No. Description:
|
|
|
|
|
|
| |
|
|
|
|
|
Exhibit
10.1
|
|
Employment
Agreement, dated June 10, 2008, by and between NeoMedia Technologies, Inc.
and Iain McCready
|
|
Filed
as Exhibit 10.1
to Form 8-K on June 16, 2008
|
| |
|
|
|
|
|
Exhibit
10.2
|
|
First
Amendment to Employment Agreement, effective January 1, 2010, by and
between NeoMedia Technologies, Inc. and Iain McCready
|
|
Provided
herewith
|
| |
|
|
|
|
|
Exhibit
99.1
|
|
Press
Release, dated January 20, 2010
|
|
Provided
herewith
|
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.
| |
NEOMEDIA
TECHNOLGIES, INC.
|
|
| |
|
|
|
|
|
By:
|
/s/ Michael W.
Zima |
|
| |
Name:
|
Michael
W. Zima |
|
| |
Its: |
Chief
Financial Officer |
|