Attached files
| file | filename |
|---|---|
| EX-10.1 - NEOMEDIA TECHNOLOGIES INC | v199488_ex10-1.htm |
| EX-10.2 - NEOMEDIA TECHNOLOGIES INC | v199488_ex10-2.htm |
| EX-99.1 - NEOMEDIA TECHNOLOGIES INC | v199488_ex99-1.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): October 19, 2010
NeoMedia Technologies,
Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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0-21743
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36-3680347
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|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification
No.)
|
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Two Concourse Parkway, Suite 500, Atlanta,
GA
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30328
|
|
(Address
of principal executive offices)
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(Zip
code)
|
|
Registrant's
telephone number, including area code:
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(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
October 19, 2010, NeoMedia Technologies, Inc. (the “Company”) entered
into a Compromise Agreement (the “Agreement”) in
connection with a termination by mutual consent of the employment of Iain A.
McCready as its Chief Executive Officer, and his resignation from the position
of Chairman of the Board of Directors of the Company, both effective on October
8, 2010. Pursuant to the Agreement, the Company will pay a total of six thousand
four hundred fifty-six British Pounds Sterling (£6,456), for pro-rata amounts of
Salary, vacation pay, bonus and expenses, on October 31, 2011, in accordance
with the Company's customary payroll and expense reimbursement practices. The
Company will also pay to Mr. McCready a Compensation Sum equal to thirty-three
thousand three hundred thirty-three British pounds Sterling (£33,333), which
shall be paid in three (3) equal monthly installments of eleven thousand one
hundred eleven British pounds Sterling (£11,111) commencing on October 31,
2010.
Additionally,
pursuant to the terms of the Agreement, Mr. McCready is entitled to
exercise his vested options to purchase a total of 359,375 shares in the
Company’s common stock, par value $0.01 per share, for a period of one (1) year
from the date of the Agreement. These options are vested under four (4) separate
option agreements and may be exercised at prices ranging from $0.1990 per share
to $2.00 Per share.
The
foregoing descriptions of the Agreement and resignation do not purport to be
complete and are qualified in their entirety by reference to such documents,
which are attached as Exhibits 10.1 and
10.2,
respectively, to this Current Report on Form 8-K and incorporated herein by
reference.
ITEM
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENTOF PRINCIPAL OFFICERS; COMPENSATORY ARRANGMENTS OF CERTAIN
OFFICERS
On
October 19, 2010, the Board of Directors (the “Board”) of the
Company appointed Laura A. Marriott as the Company’s acting Chairperson of the
Board of Directors and acting Chief Executive Officer, effective October 8,
2010. Ms. Marriott replaces Iain A. McCready, who had joined the Company
effective on May 29, 2008. On October 19, 2010 Ms. Marriott was also appointed
as a member of the Board’s Compensation Committee and Stock Option
Committee. Ms. Marriott previously served as a member of the
Company’s Board.
Ms.
Marriott has agreed to forego the compensation offered to a
non-employee Chairperson of the Board of Directors and has instead agreed to be
compensated in the same manner as a member of the Board including, without
limitation, a retainer amount equal to $16,000 per annum plus $4,000 per
quarterly and annual meeting. For her services as a member of the Compensation
Committee and Stock Option Committee Ms. Marriott will be compensated, without
limitation, $5,000 per annum. During 2010 Ms. Marriott has provided
marketing and business development consulting services to the Company on a
per-diem basis for which she has been paid $75,000. Ms. Marriott’s fees for her
services as Acting Chief Executive Officer will total approximately $63,000 for
the period from October 8, 2010 through December 31, 2010. If the Company has
not hired a Chief Executive Officer to replace her by January 1, 2011, Ms.
Marriott’s consulting fees will continue at a rate of $24,000 per
month.
On
October 19, 2011 the Company also named a member of the Board, Mr. George G.
O’Leary as acting Chief Operating Officer (“COO”) of the Company.
Mr. O’Leary’s compensation as a member of the Board was unchanged and his
compensation in the form of consulting fees for additional services as
COO will not be material.
On
October 20, 2010, the Company issued a press release announcing the appointment
of Ms. Marriott, a copy of which is attached hereto as Exhibit
99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibit
No. Description:
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EXHIBIT
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DESCRIPTION
|
LOCATION
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|||
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Exhibit
10.1
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Compromise
Agreement dated October 19, 2010, executed by Iain A.
McCready
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Provided
Herewith
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|||
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Exhibit
10.2
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Resignation
Letter dated October 19, 2010, executed by Iain A.
McCready
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Provided
Herewith
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|||
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Exhibit
99.1
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Press
Release dated October 20, 2010
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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.
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Date:
October 20, 2010
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NEOMEDIA
TECHNOLGIES, INC.
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||
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By:
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/s/ Michael
Zima
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Name:
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Michael
Zima
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Its:
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Chief
Financial Officer
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