NeoMedia Technologies, Inc (NEOM)

[AlfonszyD]

I think what we as shareholders need to do is formerly request to management that we would agree to a R/S if and only if there was a significant reduction in the Authorized shares. If you read through the Proxy, we are allowed to make formal requests, but it must be done soon. If you read the verbiage around the split:

A) within thirty (30) days of receipt of a reserve increase notice, the Company shall reserve such portion of its authorized shares of Common Stock that is available to be reserved for the creation of the reserve, and (B) with respect to any shortfall, the Company shall (i) take all steps necessary to increase its authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the required amount as quickly as practicable, and (ii) use its best efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the required amount, as soon as practicable and in any event not later than the seventy-fifth (75 th ) day after receipt of a reserve increase notice. The Investor has delivered a share increase notice to the Company. The Board deems it necessary and imperative that the stockholders approve Proposal 5 in order to avoid a situation in which the Company would have no available authorized but unissued Common Stock necessary to satisfy its contractual obligations under the Financing Documents, which could result in the Company’s default under the Financing Documents. Defaulting under the Financing Documents would result in (a) amounts owed under the Financing Documents becoming immediately due and payable and (b) interest rates on such amounts increasing, collectively in such amounts owed that, (c) it would result in a substantial likelihood that the Company would need to declare bankruptcy.

The "contractual obligations" they are claiming requiring for them to go ahead with this split are regarding A. They received a reserve increase right?
I would assume that would mean Neomedia is required to take steps towards a split, but only enough that would keep enough shares in "reserve" for YA to reasonably convert their debt.
After the split with a price of 1.25 or so...there is no reasonable way they can claim they need to keep the Authorized shares at 5Billion. The debts under $50million. Why do you need that many shares??

I would think we should try to get a grip of how many actual shares are held between us/and friends/family we know that could be a representative of and request a formal reduction of Authorized shares to be voted on as we'll. reducing the Authorized to in the hundred of millions seems much more reasonable.

I'll be the first to go....currently have in the range of 55M shares that can use to vote/make formal suggestions to the board with. I would think if we could come up with 10% or so(500M) shares we could form a shareholders committee.

This is old...but interesting read and we should all try and find some more...or else pitch in for an Attorney to form a shareholders committee

http://digitalcommons.law.wustl.edu/cgi/viewcontent.cgi?article=2166&context=lawreview

We also should be able to request a list of shareholders as of the record date July 5th to see if the vote is on the up and up.

I think Neomeida management and YA has just assumed shareholders are a bunch of lame ducks willing to take it on the backside....haven't been here as long as most, but from the intelligence of some of the posters...I don't think we are a bunch of slap di*** that should sit around and do nothing but complain on a Message board....just my .0006 cents.

If there ever was a time for minority shareholders to act, I'd think now would be it....Shares are maxed out to 5B and there is a shareholder meeting in August.