Neomedia: Fakten, Chancen und Risiken

mals wieder  

 

 

 

 

Quelle: http://investorshub.advfn.com/boards/...msg.aspx?message_id=100297473  

als Entwicklungen der Firma in Ihrem 2D "Herz".  

aus SEC Dokumenten. Ich habe hier allerdings zu wenig mitbekommen bzw. zu wenig verfolgt, als dass hier alles eventuell schon geschrieben worden sei?  

Qode Services Corporation und Neomedia, zusammen mit einem 15:1 reverse split.  

erwähnt worden, die von Bedeutung sind.  

versprechender als Bashen.  

PRE 14C mit Datum vom 03. März 2014:
NEOM (die Gesellschaft, "Company") hat eine Vereinigung mit seiner Tochtergesellschaft Qode Services Corporation (im Text als "Merger Sub" bezeichnet) (beide Gesellschaften incorporiert in Delaware) in einer Übernahmevereinbarung (the “Merger Agreement”) mit Datum vom 21. Februar 2014 beschlossen. Durch die Vereinigung wird eine neue Gesellschaft (im Text der überlebenden Vereinigung genannt (surviving corporation (the “Merger”) gebildet.
Quelle: https://www.sec.gov/Archives/edgar/data/1022701/...v370381_pre14c.htm  

Zum Zeitpunkt der Veröffentlichung dieses Filings, welcher auch der sog. Stichtag ist ("record date" = 03.03.2014) bestand der Kapitalstock der Gesellschaft Neomedia Corp. aus folgenden Wertpapieren:

4.984.827.279 St. Stammaktien, Nennwert $ 0,001 (Common Stock)
4.816 St. Vorzugsaktien (wandelbar), Nennwert $ 0,01 (Series C Preferred Stock,
                         genehmigt 27,000 St.), ausgegeben im Februar 2006
3.481 St. Vorzugsaktien, (wandelbar) Nennwert $ 0,01  (Series D Convertible Preferred
                         Stock, genehmigt 25,000 St.), ausgegeben im Januar 2013
6 St. Konsolidierte, gesicherte Wandelschuldverschreibungen (the “Consolidated
                         Debentures”) ausgegeben 1. Juli 2013
weitere, nicht näher genannte Anrechte (warrants) auf Stammaktien

Die Wandelschuldverschreibungen werden im Text als hybride Finanzprodukte, bzw. Finanzierungsdokumente (the “Financing Documents”)  genannt. Diese Schuldverschreibungen entstammen Vertragsvereinbarungen mit der YA Global Investments, L.P. (“YA Global”).  
 

haben die Mehrheitsaktionäre (the “Majority Holders”) der Übernahme/Vereinigungsvereinbarung ("Merger Agreement") beider
Gesellschaften zugestimmt. Neomedia' Direktorengremium (the “Board of Directors”) haben die Vereinbarung angenommen und genehmigt. Die Vereinbarung zur Übernahme ist nach geltendem Gesellschaftsrecht (Körperschaftsrecht) des Bundesstaates Delaware (Delaware General Corporation Law (“DGCL”)) vereinbart worden. Der Übernahmevertrag ist als 8-seitiger Anhang A (Annex A) zum PRE 14C Filing vom 03. März 2014 beigefügt worden:
Quelle: https://www.sec.gov/Archives/edgar/data/1022701/...v370381_pre14c.htm  

ANNEX A
MERGER AGREEMENT
AGREEMENT AND PLAN OF MERGER
BETWEEN QODE SERVICES CORPORATION
(a Delaware corporation),

AND

NEOMEDIA TECHNOLOGIES, INC.
(a Delaware corporation)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of February 21, 2014, between Qode Services Corporation, a Delaware corporation ("Subsidiary"), and Neomedia Technologies, Inc., a Delaware corporation ("Parent").
RECITALS
WHEREAS, Subsidiary is a corporation duly organized and existing under the laws of the State of Delaware;
WHEREAS, Parent is a corporation duly organized and existing under the laws of the State of Delaware; and
WHEREAS, the Board of Directors of Subsidiary and the Board of Directors of Parent deem it advisable to merge Subsidiary with and into Parent so that Parent is the surviving corporation on the terms provided herein (the "Merger");
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
MERGER

Section 1.1. The Merger.
After satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, and subject to the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"), Subsidiary will merge with and into Parent and Parent shall file a Certificate of Merger with the Secretary of State of the State of Delaware (the "Secretary of State") in accordance with the provisions of the DGCL and shall make all other filings or recordings required by Delaware law in connection with the Merger. The Merger shall become effective upon the filing of such Certificate of Merger with the Secretary of State or at such later time as may be provided for in such Certificate of Merger (the "Effective Time"). Upon the Effective Time, the separate corporate existence of Subsidiary shall cease and Parent shall be the surviving corporation (the "Surviving Corporation").
A-1

Section 1.2. Conditions to the Merger. 
The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver (except as provided in this Agreement) of the following conditions:
(a) This Agreement shall have been adopted by the sole stockholder of Subsidiary, in accordance with the requirements of the DGCL and the Certificate of Incorporation and Bylaws of Subsidiary; and
(b) This Agreement shall have been adopted by holders of at least a majority of the outstanding voting power of Parent in accordance with the requirements of the DGCL and the Restated Certificate of Incorporation and Bylaws of Parent.
Section 1.3. Transfer, Conveyance and Assumption. 
At the Effective Time, Parent shall continue in existence as the Surviving Corporation and, without further transfer, succeed to and possess all rights, privileges, powers and franchises of Subsidiary, and all of the assets and property of whatever kind and character of the Subsidiary shall vest in Parent, as the Surviving Corporation, without further deed; thereafter, Parent, as the Surviving Corporation, shall be liable for all of the liabilities and obligations of Subsidiary, and any claim or judgment against Subsidiary may be enforced against Parent, as the Surviving Corporation, in accordance with Section 259 of the DGCL.
Section 1.4. Certificate of Incorporation; Bylaws. 
(a) From and after the Effective Time, the Restated Certificate of Incorporation of Parent shall be the Restated Certificate of Incorporation of the Surviving Corporation provide that Article IV thereof shall be amended in its entirety as follows:
“The Company is authorized to issue two (2) classes of capital stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of capital stock that the Company is authorized to issue is 7,525,000,000 shares. 7,500,000,000 shares shall be Common Stock, no par value per share, and 25,000,000 shares shall be Preferred Stock, par value $0.01 per share.
The 25,000,000 shares of Preferred Stock may be issued in one or more series at such time or times and for such consideration as shall be authorized from time to time by the Board of Directors. The Board of Directors will be authorized to fix the designation of each series of Preferred Stock and the relative rights, preferences, limitations, qualifications, powers or restrictions thereof, including the number of shares comprising each series, the dividend rates, redemption rights, rights upon voluntary or involuntary liquidation, provisions with respect to a retirement or sinking fund, conversions rights, voting rights, if any, preemptive rights, other preferences, qualifications, limitations, restrictions and the special or relative rights of each series.
The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of the majority of the outstanding voting power of all shares of capital stock of the Company, without a separate class vote of the holders of the outstanding shares of Common Stock irrespective of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

To the fullest extent permitted by law, the holders of Common Stock shall not be entitled to vote on any amendment to the terms of any outstanding series of Preferred Stock which solely affects the rights, powers, preferences, qualifications, powers or restrictions of such series of Preferred Stock.
Upon the filing and effectiveness pursuant to the General Corporation Law of the State of Delaware of this certificate (the “Effective Time”), each fifteen (15) shares of Common Stock issued and outstanding or held by the Company as treasury stock shall, automatically and without any action on the part of the holders thereof, be combined and converted into one (1) share of Common Stock of the Company. No fractional shares shall be issued and, in lieu of a fractional share of Common Stock to which any stockholder is entitled, such stockholder shall receive a cash payment in an amount equal to the product obtained by multiplying (a) the fraction to which the stockholder would otherwise be entitled by (b) the per share closing sales price of the Company’s Common Stock on the day immediately prior to the Effective Time, as reported on the OTC Markets Bulletin Board.”
(b) From and after the Effective Time, the Bylaws of Parent shall be the Bylaws of the Surviving Corporation.
(c) Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of Parent serving as directors or officers of Parent immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation.

ARTICLE II
EFFECT ON STOCK
Section 2.1. Effect on Stock.
(a) Upon the Effective Time, by virtue of the Merger and without any action on the part of the holder of any outstanding share of common stock, par value $0.01 per share, of Subsidiary (the "Subsidiary Common Stock"), each share of Subsidiary Common Stock issued and outstanding immediately prior to the Effective Time (along with all shares of Subsidiary Capital Stock that are held by the Subsidiary in treasury or otherwise) shall be canceled and no consideration shall be issued in respect thereof.
(b) Upon the Effective Time, by virtue of the Merger and without any action on the part of the holder of any outstanding share of common stock, par value $0.001 per share, of Parent (the "Parent Common Stock"), each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall continue to remain outstanding as one share of Common Stock of the Surviving Corporation and remain unchanged, except that (i) the par value shall change from $0.001 per share to no par value per share, and (ii) each fifteen (15) shares of Common Stock issued and outstanding shall be combined and converted into one (1) share of Common Stock (the “Reverse Split”).
(c) Upon the Effective Time, by virtue of the Merger and without any action on the part of the holder of any outstanding share of Series C Convertible Preferred Stock, par value $0.01 per share, of Parent (the "Parent Series C Preferred Stock"), each share of Parent Series C Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain unchanged and continue to remain outstanding as one share of Parent Series C Preferred Stock of the Surviving Corporation.
(d) Upon the Effective Time, by virtue of the Merger and without any action on the part of the holder of any outstanding share of Series D Convertible Preferred Stock, par value $0.01 per share, of Parent (the "Parent Series D Preferred Stock"), each share of Parent Series D Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain unchanged and continue to remain outstanding as one share of Parent Series D Preferred Stock of the Surviving Corporation.
Section 2.2. Shares of Dissenting Stockholders.
Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of capital stock of Parent held by a person (a "Dissenting Stockholder") who shall not have voted or consented in writing to adopt this Agreement and who properly demands appraisal for such shares in accordance with Section 262 of the DGCL ( "Dissenting Shares") shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholder's shares of capital stock of Parent shall no longer be considered Dissenting Shares for the purposes of this Agreement.
Section 2.3. No Fractional Shares.
As a result of and in connection with the Reverse Split, no fractional shares shall be issued and, in lieu of a fractional share of Common Stock to which any stockholder is entitled, such stockholder shall receive a cash payment in an amount equal to the product obtained by multiplying (a) the fraction to which the stockholder would otherwise be entitled by (b) the per share closing sales price of the Company’s Common Stock on the day immediately prior to the Effective Time, as reported on the OTC Markets Bulletin Board.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1. Representations and Warranties of Subsidiary. 
Subsidiary hereby represents and warrants that it:
(a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted;
(b) is duly qualified to do business as a foreign person, and is in good standing, in each jurisdiction where the character of its properties or the nature of its activities make such qualification necessary;
(c) is not in violation of any provisions of its Certificate of Incorporation or Bylaws; and
(d) has full corporate power and authority to execute and deliver this Agreement and, assuming the adoption of this Agreement by the sole stockholder of Subsidiary in accordance with the DGCL and the Certificate of Incorporation and Bylaws of Subsidiary, consummate the Merger and the other transactions contemplated by this Agreement.
Section 3.2. Representations and Warranties of Parent. 
Parent hereby represents and warrants that it:
(a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted;
(b) is duly qualified to do business as a foreign person, and is in good standing, in each jurisdiction where the character of its properties or the nature of its activities make such qualification necessary;
(c) is not in violation of any provisions of its Restated Certificate of Incorporation or Bylaws; and
(d) has full corporate power and authority to execute and deliver this Agreement and, assuming the adoption of this Agreement by the stockholders of Parent in accordance with the DGCL and the Restated Certificate of Incorporation and Bylaws of Parent, consummate the Merger and the other transactions contemplated by this Agreement.
ARTICLE IV
TERMINATION
Section 4.1. Termination. 
At any time prior to the Effective Time, this Agreement may be terminated and the Merger abandoned for any reason whatsoever by the Board of Directors of Subsidiary or the Board of Directors of Parent, notwithstanding the adoption of this Agreement by the stockholders of Subsidiary or Parent.

ARTICLE V
FURTHER ASSURANCES
Section 5.1. Further Assurances as to Subsidiary. 
If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignment, conveyance or assurance in law or any other acts are necessary or desirable to (i) vest, perfect or confirm in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of Subsidiary acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, or (ii) otherwise carry out the purposes of this Agreement, Subsidiary and its proper officers shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of Subsidiary or otherwise to take any and all such action.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Amendment. 
At any time prior to the Effective Time, this Agreement may be amended, modified or supplemented by the Board of Directors of Subsidiary and the Board of Directors of Parent, whether before or after the adoption of this Agreement by the stockholders of Subsidiary and Parent; provided, however, that after any such adoption, there shall not be made any amendment that by law requires the further approval by such stockholders of Subsidiary or Parent without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of Subsidiary and Parent.
Section 6.2. No Waivers. 
No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
Section 6.3. Assignment; Third Party Beneficiaries. 
Neither this Agreement, nor any right, interest or obligation hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not intended to confer any rights or benefits upon any person other than the parties hereto.
Section 6.4. Governing Law.
This Agreement shall in all respects be interpreted by, and construed, interpreted and enforced in accordance with and pursuant to the laws of the State of Delaware.
Section 6.5. Counterparts. 
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 6.6. Entire Agreement. 
This Agreement and the documents referred to herein are intended by the parties as a final expression of their agreement with respect to the subject matter hereof, and are intended as a complete and exclusive statement of the terms and conditions of that agreement, and there are not other agreements or understandings, written or oral, among the parties, relating to the subject matter hereof. This Agreement supersedes all prior agreements and understandings, written or oral, among the parties with respect to the subject matter hereof.
[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first stated above.
          §QODE SERVICES CORPORATION
                                        §
          §By: /s/ Laura A. Marriott
          §Name: Laura A. Marriott
          §Title: President and Chief Executive Officer
                              §
          §NEOMEDIA TECHNOLOGIES, INC.
                                        §
                 By:§/s/ Laura A. Marriott
          §Name: Laura A. Marriott
          §Title: President and Chief Executive Officer

 

ein Vorschlag gewesen, der auf der Jahreshauptversammlung 2013 (the “2013 Annual Meeting”), gemacht wurde. Hintergrund der beantragten Aktienzusammenlegung ("Reverse Split") auf die Stammaktien war, dass sowohl die aus der Wandlung der Schuldverschreibungen als auch Wandelung von Vorzugsaktien der B und D Klasse entstehenden Stammaktien die Anzahl des genehmigten Aktien des Kapitalstockes bei einer ausgeübten Wandelung nicht überschritten werden.
Als Vorschlag wurde den Aktionären gemacht, dass entweder ein Reverse Split von 1.700:1 oder eine Vergrößerung der genehmigten Anzahl von 5 Milliarden auf 500 Milliarden Stammaktien erfolgen sollte. Beides setzt eine Änderung der Satzung ("Charter") der Gesellschaft voraus.
Die beiden Vorschägen fanden bei den Aktionären keine Zustimmung.
Die Mehrheitsaktionäre (“Majority Holders”) haben allerdings am 03. März 2014 bisher nur dem schriftlichen Vereinigungsvertrag  (the “Merger Consent”) zwischen den zu vereinigenden Gesellschaften zugestimmt. Diese Vorschläge wurden am 13. März 2014 an alle Aktionäre versand. Die Aktionäre sollten innerhalb von 20 Tagen nach Versand der Mitteilung eine schriftliche Wertschätzung der gehaltenen Aktien abgeben, wie ihnen das nach Paragr. 262 des Gesellschaftsgesetzes des Staates Delaware (DGCL) zusteht.  
In dem Filing PRE 14C bzw. der Vereinbarung zur Übername ist NeoMedia Technologies, Inc. als "wir", "uns", "unser" oder die "Gesellschaft" (“we,” “us,” “our,” “NeoMedia,” or the “Company”) angegeben.
Von staatlicher Seite aus hat bisher weder die U.S. Securities and Exchange Commission (“SEC”, SEC’s website unter www.sec.gov ) oder eine andere staatliche Aufsichtsbehörde der Übernahme zugestimmt.  

(“DGCL”), (Körperschafts- bzw. Gesellschaftsgesetz des Bundesstastes Delaware)  ist als Anhang B (Annex B) zu dem Filing PRE 14C angehängt worden, dem man die wichtigen Bestimmungen entnehmen kann:

ANNEX B
RIGHTS OF DISSENTING OWNERS
Effective: August 1, 2013
8 Del.C. § 262
§ 262. Appraisal rights
(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title and, subject to paragraph (b)(3) of this section, § 251(h) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:
(1) Provided, however, that, except as expressly provided in § 363(b) of this title, no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act upon the agreement of merger or consolidation, were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.
(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except:
a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;
b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;
c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or
d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.
(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 251(h), § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.
(4) In the event of an amendment to a corporation's certificate of incorporation contemplated by § 363(a) of this title, appraisal rights shall be available as contemplated by § 363(b) of this title, and the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as practicable, with the word “amendment” substituted for the words “merger or consolidation”, and the word “corporation” substituted for the words “constituent corporation” and/or “surviving or resulting corporation”.
(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the tender or exchange offer contemplated by § 251(h) of this title and 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder's shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the tender or exchange offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the corporation the statement described in this subsection.
(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

(h) After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.
(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.
(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.
 

Gemäß dem Filing PRE 14C wurde zum Ausführungsdatum der Gesellschaftsvereinigung der 2. April 2014 festgelegt. Die Ausführung wird durch das Ausstellen einer Vereinigungsurkunde durch das Innenministerium von Delaware ( http://sos.delaware.gov/ ) bestätigt.

"The Merger shall become effective upon the filing of such certificate of merger with the Secretary of State of the State of Delaware on April 2, 2014 (referred to herein as the "effective time")."

Der Staat Delaware ist ein Steuerparadies für amerikanische Körperschaften, deshalb sind in diesem Staat besonders viele Gesellschaften incorporiert.
 

wiederum enthält die kenntliche Sichtbarmachung der Änderungen der Gesellschaftssatzung (Charter), insbesondere ist der Artikel IV der Satzung geändert worden.

ANNEX C

AMENDMENTS TO CHARTER

The Certificate of Merger shall effect the following changes to Article IV of the Company’s Charter:

ARTICLE IV. “The Company is authorized to issue two (a2) classes of capital stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of capital stock that the CorporationCompany is authorized to issue is 5,025,000,000, which are to be divided into two classes as follows: 5,000,000,000 shares of common stock, par value $0.001 per share (“7,525,000,000 shares. 7,500,000,000 shares shall be Common Stock”), no par value per share, and 25,000,000 shares of preferred stockshall be Preferred Stock, par value $0.01 per share.

The 25,000,000 shares of Preferred Stock may be issued in one or more series at suchtime or times and for such consideration as shall be authorized from time to time by the Board of Directors. The Board of Directors will be authorized to fix the designation of each series of Preferred Stock and the relative rights, preferences, limitations, qualifications, powers or restrictions thereof, including the number of shares comprising each series, the dividend rates, redemption rights, rights upon voluntary or involuntary liquidation, provisions with respect to a retirement or sinking fund, conversions rights, voting rights, if any, preemptive rights, other preferences, qualifications, limitations, restrictions and the special or relative rights of each series.

The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of the majority of the outstanding voting power of all shares of capital stock of the Company, without a separate class vote of the holders of the outstanding shares of Common Stock irrespective of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

To the fullest extent permitted by law, the holders of Common Stock shall not be entitled to vote on any amendment to the terms of any outstanding series of Preferred Stock which solely affects the rights, powers, preferences, qualifications, powers or restrictions of such series of Preferred Stock.

(b) Effective as of the close of business on the day that the Certificate of Amendment which contains this provision is filed with the Office of the Secretary of StateUpon the filing and effectiveness pursuant to the General Corporation Law of the State of Delaware of this certificate (the ''“Effective Time''”), each one hundredfifteen (10015) shares of Common Stock issued and outstanding at such time (''Existing Common Stock'') shall be and hereby areor held by the Company as treasury stock shall, automatically reclassified and changedand without any action on the part of the holders thereof, be combined and converted into one (1) share of Common Stock (''New Common Stock''), provided that noof the Company. No fractional shares of New Common Stock shall be issued, and, in lieu of a fractional share of New Common Stock to which any holderstockholder is entitled, such holderstockholder shall receive a cash payment in an amount equal to the product obtained by multiplying (a) the fraction to which the stockholder would otherwise be entitled by (b) the per share closing sales price of the Corporation’s ExistingCompany’s Common Stock on the day immediately prior to the Effective Time, as reported on the OTC Markets Bulletin Board. From and after the Effective Time, the term ''New Common Stock'' as used in this Article IV shall mean Common Stock as provided in this Certificate of Incorporation.”

 

hattest du eine.schlaflose Nacht weil du um die.Zeit Postest?
Und wieso braucht NEOM ein Steuerparadies wenn sie
nur geringe Einahmen und dafür hohe Schulden haben?
Kommt mir spanisch vor!!!  

Der mitarbeitet  

#4519 so of durchgestrichen. Nun, in Delaware trifft man sich zum Steuersparen, ob nun über Einnahmen oder Ausgaben.  

angesagten Reverse split und der Unternehmensvereinigung sowie dessen Auswirkung auf den Kapitalstock:
Zum Ausführungszeitpunkt, 3. April 2014, werden die ausstehenden Stammaktien der Tochtergesellschaft (the “Subsidiary Common Stock”), Qode Services Corporation, annuliert.
Die Aktienzusammenlegung (der "Reverse- Split") bei den Stammaktien der Neomedia Inc. wird im Verhältnis 15:1 ausgeführt.
Vorzugsaktien der Klasse B und D, so wie ausgegeben, werden durch den Reverse Split nicht berücksichtigt. Somit bleibt die Anzahl der Vorzugsaktien als auch deren Nennwert unverändert.  

Dazu zählen die Gesellschaftsangelegenheiten (Corporate Matters), Bruchanteilsaktien (Fractional Shares), Buchführungsangelegenheiten (Accounting Matters) und Effekte gegen eine Übernahme (Anti-Takeover Effects).

Diese Auswirkungen sind im PRE 14C Filing wie folgt beschrieben:

Principal Effects of the Reverse Split
Corporate Matters. When effected, the Reverse Split will be effected simultaneously for all of the Company Common Stock and the ratio will be the same for all of the Company Common Stock. The Reverse Split will affect all of the Company Common Stock holders uniformly and will not affect any stockholder’s percentage ownership interests in our Company, except to the extent that the Reverse Split results in any of the Company Common Stockholders owning a fractional share. As described below, holders of Company Common Stock holding fractional shares will be entitled to cash payments in lieu of such fractional shares. Such cash payments would reduce the number of post-split holders of Company Common Stock to the extent there are holders of Company Common Stock presently holding fewer than fifteen (15) shares. Company Common Stock outstanding following the Reverse Split will remain fully paid and non-assessable. We will continue to be subject to the periodic reporting requirements of the ’34 Act. Also, the Reverse Split will likely result in administrative cost savings for the Company.

Fractional Shares. No scrip or fractional certificates will be issued in connection with the Reverse Split. Holders of Company Common Stock who otherwise would be entitled to receive fractional shares because they hold, as of a date prior to the effective time of the Reverse Split, a number of shares of the Company Common Stock not evenly divisible by fifteen (15) will be entitled to a cash payment in lieu thereof. The cash payment will equal the product obtained by multiplying (a) the fraction to which the stockholder would otherwise be entitled by (b) the per share closing sales price of the Company Common Stock on the day immediately prior to the effective time of the Reverse Split, as reported on the OTC Markets Bulletin Board. The ownership of a fractional interest will not give the holder thereof any voting, dividend or other rights except to receive payment therefore as described herein.
Holders of Company Common Stock should be aware that, under the escheat laws of the various jurisdictions where the Company Common Stockholders reside, where we are domiciled and where the funds will be deposited, sums due for fractional interests that are not timely claimed after the effective time may be required to be paid to the designated agent for each such jurisdiction. Thereafter, holders of Company Common Stock otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid.
The Reverse Split will result in some common stockholders owning "odd lots" of less than 100 shares of the Company Common Stock. Brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in "round lots" of even multiples of 100 shares.

Accounting Matters. The per share net income or loss and net book value of the Company Common Stock will be restated because there will be fewer shares of Company Common Stock outstanding.

Anti-Takeover Effects. Release No. 34-15230 of the staff of the SEC requires disclosure and discussion of the effects of any proposal that may be used as an anti-takeover device. Although not a factor in the decision by our Board of Directors to affect the increase of our authorized shares of Company Common Stock, one of the effects of having increased additional shares of our authorized Company Common Stock available for issuance may be to enable the Board of Directors to render more difficult or to discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest, or otherwise, and thereby protect the continuity of then present management. Unless prohibited by the regulations of applicable law or other agreements or restrictions, a sale of shares of Company Common Stock by us or other transactions in which the number of our outstanding shares of Company Common Stock would be increased could dilute the interest of a party attempting to obtain control of us. The increase in available authorized Company Common Stock may make it more difficult for, prevent or deter a third-party from acquiring control of the Company or changing our Board of Directors and management, as well as inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts.

 

Split auch Auswirkungen auf dessen persönliche Steuer haben. Deshalb befindet sich im Filing PRE 14C, zumindest in Bezug auf amerikanische Aktionäre, ein Hinweis. Dieser Hinweis ist für deutsche Aktionäre gleichbedeutend.
Der Hinweis ist geregelt im amerikanischen Steuergesetz 1986 (im Text genannt das Gesetz (the “Code”) und besagt, dass die Aktien sowohl vor der Aktienzusammenlegung ("Reverse Split") als auch danach steuerrechlich als Kapitalbesitz angesehen werden müssen.  
"This summary also assumes that the pre-split shares of Company Common Stock were, and the post-split shares of Company Common Stock will be, held as "capital assets," as defined in the Internal Revenue Code of 1986, as amended (the “Code”) (i.e., generally, property held for investment)."

Die Gesellschaft gibt dann noch einen Hinweis in eigener Sache (Circular 230 Statement):  
"Our view regarding the tax consequences of the Reverse Split is not binding on the Internal Revenue Service or the courts. ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT WITH SUCH STOCKHOLDER’S OWN TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES TO SUCH STOCKHOLDER WHICH MIGHT ARISE FROM THE REVERSE SPLIT.

Circular 230 Statement. To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed within.