Schedule 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NeoMedia Technologies, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
(CUSIP Number)
J.
Michael Cline
JMC Holdings, L.P.
51 Madison Avenue,
31st Floor
New York, New York 10010
(646) 282-3131
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
JMC Holdings, L.P. |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
OO |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
U.S.A.
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
01 |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
0 (See Item 5 below) |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
01 |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
0 (See Item 5 below) |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
11,032,7361 Shares of Common Stock (See Item 5 below) |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
| |
23.63%2 (See Item 5 below) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
PN |
1 Shares are held directly by JMC Holdings, L.P. J. Michael Cline is the General Partner of JMC Holdings, L.P. (See Item 5 below.)
2 Based on 35,660,877 shares of Common Stock outstanding as of January 18, 2011 as informed by NeoMedia Technologies, Inc. on January 18, 2011. (See Item 5 below.)
Page 2 of 7
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
J. Michael Cline |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
OO |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
U.S.A.
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
11,032,7363 |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
0 (See Item 5 below) |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
11,032,7363 |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
0 (See Item 5 below) |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
11,032,7363 Shares of Common Stock (See Item 5 below) |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
| |
23.63%4 (See Item 5 below) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
3 Based on ownership of 265 shares of Series C Convertible Preferred Stock and 1,446,916 shares of Common Stock. (See Item 5 below.)
4 Based on 35,660,877 shares of Common Stock outstanding as of January 18, 2011, as informed by NeoMedia Technologies, Inc. on January 18, 2011. (See Item 5 below.)
Page 3 of 7
Explanatory Note:
This Amendment No. 1 to Schedule 13D (the “Amendment”) amends and supplements the Schedule 13D
initially filed on January 13, 2011 on behalf of JMC Holdings, L.P. (“JMC”) and J. Michael Cline,
the General Partner of JMC (“Mr. Cline”) (collectively, the “Reporting Persons”). This Amendment
relates to the beneficial ownership of shares of common stock, par value $0.001 per share (the
“Common Stock”), of NeoMedia Technologies, Inc., a Delaware corporation (the “Issuer”). Except as
set forth below, this Amendment does not supplement, restate or amend any of the other information
disclosed in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated in its entirety as follows regarding the
Reporting Persons:
The information set forth or incorporated in Items 2, 3, 4, 5 and 6 of the Schedule 13D
initially filed on January 13, 2011 is hereby incorporated herein by reference.
(a) Based on information provided by the Issuer, on January 18, 2011, 35,660,877 shares of
Common Stock were outstanding as of January 18, 2011. The Reporting Persons own 1,446,916 shares
of Common Stock and 265 shares of Series C Convertible Preferred Stock, par value $0.01 per share
(the “Preferred Stock”), which is convertible into Common Stock at the request of the holder
pursuant to the Certificate of Designation of the Preferred Stock (the “Certificate of
Designation”).
The Certificate of Designation provides that each share of the Preferred Stock is convertible
into Common Stock of the Issuer equal to the quotient of the liquidation amount divided by the
conversion price. The liquidation amount is equal to one thousand dollars ($1,000) per share of
Preferred Stock. The conversion price is equal to, at the option of the holder, the lesser of (i)
fifty cents ($0.50) or (ii) 97% of the lowest closing bid price of the Common Stock for the one
hundred twenty-five (125) trading days immediately preceding the date of conversion, as quoted by
Bloomberg LP. The Certificate of Designation further provides that no holder of the Preferred
Stock shall be entitled to convert the Preferred Stock to the extent that such conversion would
cause the aggregate number of shares of Common Stock beneficially owned by such holder to exceed
9.99% of the outstanding shares of Common Stock following such conversion (which provision may be
waived by such holder by written notice from such holder to the Issuer, which notice shall be
effective sixty-one (61) days after the date of such notice).
Assuming
a conversion price of $0.027645, if the Preferred Stock were to be converted as of
the date hereof, the Reporting Persons would own 11,032,736 shares of Common Stock in the aggregate
of the Issuer which would represent approximately 23.63% of the total shares of Common Stock
outstanding at such time. However, as noted above, the Certificate of Designation prohibits the
Reporting Persons from converting the Preferred Stock to the extent such conversion would result in
the Reporting Persons beneficially owning (as determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended and the rules promulgated thereunder) in excess of
9.99% of the then issued and outstanding shares of Common Stock.
(b) The Preferred Stock has voting rights on an as converted basis together with the Common
Stock shareholders and as otherwise provided under the laws of the State of Delaware. Mr. Cline,
as the General Partner of JMC, has the sole voting and dispositive power with respect to the
Preferred Stock reported pursuant to this Schedule 13D.
(c) Information with respect to all transactions in the Common Stock which were effected
during the past 60 days by the Reporting Persons is set forth on Appendix A hereto and incorporated
herein by reference. All such transactions were effected as brokered transactions.
Page 4 of 7
(d) The Reporting Persons do not know of any person other than the Reporting Persons who has
the power to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares described in paragraph (a).
(e) Not applicable.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby supplemented by adding the following at the end thereof:
Exhibit 99.1 Joint Filing Agreement dated January 13, 2011, between JMC Holdings, L.P. and J.
Michael Cline (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on January
13, 2011).
Appendix A: Transactions Effected During the Past 60 Days.
Page 5 of 7
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: January 21, 2011
| |
|
|
|
|
JMC HOLDINGS, L.P.
|
|
|
| By: |
/s/ J. Michael Cline
|
|
|
| Name: |
J. Michael Cline |
|
|
| Title: |
General Partner |
|
|
| |
|
|
| By: |
/s/ J. Michael Cline
|
|
|
| Name: |
J. Michael Cline |
|
|
| |
|
|
|
Page 6 of 7
APPENDIX A
TRANSACTIONS IN THE COMMON STOCK EFFECTED BY THE
REPORTING PERSONS DURING THE PAST SIXTY DAYS
(UNLESS OTHERWISE STATED, ALL TRANSACTIONS WERE EFFECTED IN
THE OPEN MARKET)
| |
|
|
|
|
|
|
|
|
| Date of Trade |
|
Common Stock Purchased (Sold) |
|
|
Price per Share |
|
1/13/2011 |
|
|
(115,847 |
) |
|
$ |
0.094 |
|
1/14/2011 |
|
|
(94,314 |
) |
|
$ |
0.082 |
|
1/18/2011 |
|
|
(526,491 |
) |
|
$ |
0.052 |
|
1/19/2011 |
|
|
(466,097 |
) |
|
$ |
0.056 |
|
Page 7 of 7