UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Neomedia Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
640505-10-3
(CUSIP Number)
March 22, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
*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 in 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).
Page 1 of 15 Pages
Exhibit Index Contained on Page 12
CUSIP NO. 640505-10-3 | 13 G | Page 2 of 15 |
1 | NAME OF REPORTING PERSONS Nokia Ventures, L.P. (“NV”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 48,873,780 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% | ||
12 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
CUSIP NO. 640505-10-3 | 13 G | Page 3 of 15 |
1 | NAME OF REPORTING PERSONS N.V. I, L.L.C. (“GP”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 48,873,780 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% | ||
12 | TYPE OF REPORTING PERSON (See Instructions) OO | ||
CUSIP NO. 640505-10-3 | 13 G | Page 4 of 15 |
1 | NAME OF REPORTING PERSONS John Malloy (“Malloy”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 48,873,780 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% | ||
12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
CUSIP NO. 640505-10-3 | 13 G | Page 5 of 15 |
1 | NAME OF REPORTING PERSONS John Gardner (“Gardner”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF SHARES REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER. | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 48,873,780 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% | ||
12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
CUSIP NO. 640505-10-3 | 13 G | Page 6 of 15 |
1 | NAME OF REPORTING PERSONS W. Peter Buhl (“Buhl”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF SHARES REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER. | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 48,873,780 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% | ||
12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
CUSIP NO. 640505-10-3 | 13 G | Page 7 of 15 |
1 | NAME OF REPORTING PERSONS Tantti, Ltd. (“Tantti”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Finland | ||
NUMBER OF SHARES REPORTING | 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 48,873,780 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% | ||
12 | TYPE OF REPORTING PERSON (See Instructions) OO | ||
CUSIP NO. 640505-10-3 | 13 G | Page 8 of 15 |
ITEM 1(A).
NAME OF ISSUER
Neomedia Technologies, Inc.
ITEM 1(B).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
2201 SECOND STREET
SUITE 600
FORT MYERS, FL 33901
ITEM 2(A).
NAME OF PERSONS FILING
This Statement is filed by Nokia Ventures, L.P., a Delaware limited partnership (“NV”), N.V. I, L.L.C., a Delaware limited liability company (“GP”), John Malloy (“Malloy”), John Gardner (“Gardner”), W. Peter Buhl (“Buhl”) and Tantti, Ltd. (“Tantti). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
GP, the general partner of NV, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by NV. Malloy, Gardner, Buhl and Tantti are the managing members of GP and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by NV.
ITEM 2(B).
ADDRESS OF PRINCIPAL BUSINESS OFFICE
The address for each of the Reporting Persons is:
Nokia Ventures
545 Middlefield Road, Suite 210
Menlo Park, California 94025
ITEM 2(C)
CITIZENSHIP
NV is a Delaware limited partnership. GP is a Delaware limited liability company. Malloy, Gardner and Buhl are United States citizens. Tantti is a Finnish limited liability corporation.
ITEM 2(D) AND (E).
TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
Common Stock
CUSIP # 640505-10-3
ITEM 3.
Not Applicable.
ITEM 4.
OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
CUSIP NO. 640505-10-3 | 13 G | Page 9 of 15 |
(a)
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
(b)
Percent of Class:
See Row 11 of cover page for each Reporting Person.
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
(ii)
Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person.
(iii)
Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person.
(iv)
Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited partnership agreement of NV and the limited liability company agreement of GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
CUSIP NO. 640505-10-3 | 13 G | Page 10 of 15 |
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10.
CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP NO. 640505-10-3 | 13 G | Page 11 of 15 |
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.
Date: March 23, 2007
Nokia Ventures, L.P.
/s/ David Jaques
By: N.V. I, L.L.C., its General Partner
David Jaques
By: David Jaques, Chief Financial Officer/Attorney-in-Fact
N.V. I, L.L.C.
/s/ David Jaques
By: David Jacques
David Jaques
Chief Financial Officer/Attorney-in-Fact
John Malloy
/s/ David Jaques
By: David Jaques, Attorney-in-Fact
David Jaques
John Gardner
/s/ David Jaques
By: David Jaques, Attorney-in-Fact
David Jaques
W. Peter Buhl
/s/ David Jaques
By: David Jaques, Attorney-in-Fact
David Jaques
Tantti, Ltd.
/s/ David Jaques
By: Antti Kokinen
David Jaques
By: David Jaques, Attorney-in-Fact
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
CUSIP NO. 640505-10-3 | 13 G | Page 12 of 15 |
Found on Sequentially Numbered Page | |
Exhibit | |
Exhibit A: Agreement of Joint Filing | 13 |
Exhibit B: Power of Attorney | 14 |
CUSIP NO. 640505-10-3 | 13 G | Page 13 of 15 |
EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Neomedia Technologies, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: March 23, 2007
Nokia Ventures, L.P.
/s/ David Jaques
By: N.V. I, L.L.C., its General Partner
David Jaques
By: David Jaques, Chief Financial Officer/Attorney-in-Fact
N.V. I, L.L.C.
/s/ David Jaques
By: David Jacques
David Jaques
Chief Financial Officer/Attorney-in-Fact
John Malloy
/s/ David Jaques
By: David Jaques, Attorney-in-Fact
David Jaques
John Gardner
/s/ David Jaques
By: David Jaques, Attorney-in-Fact
David Jaques
W. Peter Buhl
/s/ David Jaques
By: David Jaques, Attorney-in-Fact
David Jaques
Tantti, Ltd.
/s/ David Jaques
By: Antti Kokinen
David Jaques
By: David Jaques, Attorney-in-Fact
CUSIP NO. 640505-10-3 | 13 G | Page 14 of 15 |
EXHIBIT B
Power of Attorney
Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates N.V. I, L.L.C. or such other person or entity as is designated in writing by John Malloy (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).
Each Reporting Person hereby further authorizes and designates David Jaques (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.
The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.
Date: March 23, 2007
N.V. I, L.L.C.
/s/ John Malloy
By: John Malloy, Member
John Malloy
Nokia Ventures, L.P.
/s/ John Malloy
By: N.V. I, L.P., its General Partner
John Malloy
By: John Malloy, Member
John Malloy
/s/ John Malloy
John Malloy
CUSIP NO. 640505-10-3 | 13 G | Page 15 of 15 |
John Gardner
/s/ John Gardner
John Gardner
W. Peter Buhl
/s/ W. Peter Buhl
W. Peter Buhl
Tantti, Ltd.
/s/ Antti Kokinen
By: Antti Kokinen
Antti Kokinen