Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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).
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NAMES OF REPORTING PERSONS
JMC Holdings, L.P. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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U.S.A.
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SOLE VOTING POWER |
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| NUMBER OF |
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01 |
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| SHARES |
8 |
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SHARED VOTING POWER |
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| OWNED BY |
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0 (See Item 5 below) |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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01 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 (See Item 5 below) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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6,443,2991 Shares of Common Stock (See Item 5 below) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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20.1%2 (See Item 5 below) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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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 25,678,877 shares of Common Stock outstanding as of December 31, 2010 as informed by NeoMedia Technologies, Inc. on January 6, 2011. (See Item 5 below.)
Page 2 of 8
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NAMES OF REPORTING PERSONS
J. Michael Cline |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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U.S.A.
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SOLE VOTING POWER |
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| NUMBER OF |
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6,443,2993 |
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| SHARES |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 (See Item 5 below) |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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6,443,2993 |
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| WITH |
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SHARED DISPOSITIVE POWER |
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0 (See Item 5 below) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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6,443,2993 Shares of Common Stock (See Item 5 below) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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20.1%4 (See Item 5 below) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
3 Based on ownership of 375 shares of Series C Convertible Preferred Stock. (See Item 5 below.)
4
Based on 25,678,877 shares of Common Stock outstanding as of December 31, 2010, as informed by NeoMedia Technologies, Inc. on January 6, 2011. (See Item 5 below.)
Page 3 of 8
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| Item 1. |
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Security and Issuer |
This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock, par
value $0.001 per share (the “Common Stock”), of NeoMedia Technologies, Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive office of the Issuer is Two Concourse
Parkway, Suite 500, Atlanta, GA 30328.
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| Item 2. |
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Identity and Background |
(a) —
(c) This statement is being filed by JMC Holdings, L.P., a Delaware limited partnership
(“JMC”), and J. Michael Cline (“Mr. Cline”) (JMC and Mr. Cline collectively, the “Reporting
Persons”). JMC is primarily engaged in the business of investing partnership assets in securities,
businesses, real estate interests and other investment opportunities. Mr. Cline is the General
Partner of JMC and the founding managing partner of Accretive, LLC, a venture capital firm. The
principal business address of the Reporting Persons is c/o Accretive, LLC, 51 Madison Avenue,
31st Floor, New York, New York 10010.
(d) None of the Reporting Persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) JMC is a Delaware limited partnership. Mr. Cline is a citizen of the United States.
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| Item 3. |
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Source and Amount of Funds or Other Consideration |
As
of December 31, 2010, Mr. Cline submitted a redemption request to YA Global Investments
(U.S.), LP (“YA Global”), a private equity fund, for funds previously invested by the Reporting
Persons with YA Global. On January 3, 2011, Mr. Cline received a letter from YA Global informing
him that the redemption request would be satisfied through an in-kind distribution of securities
held by YA Global (the “In-Kind Distribution”). Securities received by the Reporting Persons
pursuant to the In-Kind Distribution were valued by YA Global as of the close of business on
December 31, 2010 at $420,000, and included, among other securities received by the Reporting
Persons, 375 shares of Series C Convertible Preferred Stock, par value $0.01 per share (the
“Preferred Stock”), of the Issuer valued by YA Global at $375,000. As a result of the In-Kind
Distribution, the Reporting Persons may be deemed to have acquired beneficial ownership of 375
shares of Preferred Stock.
No funds, including any borrowed funds, were used by the Reporting Persons for the acquisition
of any securities of the Issuer.
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| Item 4. |
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Purpose of Transaction |
The Reporting
Persons acquired the Preferred Stock in lieu of receiving cash after
redeeming a portion of their
investment in YA Global as described above under Item 3. Depending on the Reporting Persons’
evaluation of market conditions, market price, alternative investment opportunities, liquidity
needs and other factors, the Reporting Persons will from time to time explore opportunities for
liquidating all or a portion of its equity ownership in the Issuer.
Other than as set forth in this Schedule 13D, the Reporting Persons have no plans or proposals
as of the date of this filing which relate to, or would result in, any of the actions or matters
set forth in subparagraphs (a) — (j) of Item 4 of Schedule 13D.
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| Item 5. |
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Interest in Securities of the Issuer |
The information set forth or incorporated in Items 2, 3, 4, 5 and 6 is hereby incorporated
herein by reference.
(a) Based
on information provided by the Issuer, on January 6, 2011, 25,678,877 shares of
Common Stock were outstanding as of December 31, 2010. The Reporting Persons own 375 shares of 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 $0.0582, if the Preferred Stock were to be converted as of
the date hereof, the Reporting Persons would own 6,443,299 shares of Common Stock of the Issuer
which would represent approximately 20.1% 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) Other than as disclosed in this Schedule 13D none of the Reporting Persons has effected
any transaction in the Preferred Stock during the past 60 days.
(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.
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| Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer |
The information set forth or incorporated in Item 3 is hereby incorporated herein by
reference.
To the knowledge of the Reporting Persons, except as described herein, the Reporting Persons
do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any
person with respect to securities of the Issuer, including, but not limited to transfer or voting
of any such securities, finder’s fees, joint ventures, loans or
option agreements, puts or calls,
guarantees of profits, division of profits or losses or the giving or withholding of proxies.
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| Item 7. |
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Material to Be Filed as Exhibits |
Exhibit 99.1 Joint Filing Agreement of the Reporting Persons.
Page 6 of 8
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 13, 2011
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| JMC HOLDINGS, L.P. |
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By: |
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/s/ J. Michael Cline |
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Name: |
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J. Michael Cline |
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Title: |
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General Partner |
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By: |
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/s/ J. Michael Cline |
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Name: |
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J. Michael Cline |
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Page 7 of 8