As filed with the Securities and Exchange Commission on February 12, 2001

SEC Registration No. ______

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

---------------------------------
FORM S-3
Registration Statement
Under the Securities Act of 1933

---------------------------------
NEOMEDIA TECHNOLOGIES, INC.
(Name of Registrant in its charter)

DELAWARE 36-3680347
- ------------------------------ -------------------
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2201 SECOND STREET, SUITE 600
FORT MYERS, FLORIDA 33901
941-337-3434
------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

CHARLES W. FRITZ
2201 SECOND STREET, SUITE 600
FORT MYERS, FLORIDA 33901-3083
941-337-3434
941-337-3668 - FAX
---------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

WITH COPIES TO:

JOHN M. KLIMEK, ESQ. MARIANNE LEPERA, ESQ.
MERRICK & KLIMEK, P.C. NEOMEDIA TECHNOLOGIES, INC.
401 SOUTH LASALLE, SUITE 1302 2201 SECOND STREET
CHICAGO, ILLINOIS 60605 SUITE 600
(312) 294-6044 FORT MYERS, FLORIDA 33901
(312) 294-6045 FAX 941-337-3434
941-337-3668 FAX

APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: From time to time following the
effective date of this
Registration Statement

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box: [ ]

(FACE SHEET CONTINUED)

CALCULATION OF REGISTRATION FEE

- ---------------------------- --------------------- ------------------------------ ---------------------------- ---------------------
TITLE OF SHARES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER UNIT(2)(3) OFFERING PRICE REGISTRATION FEE
- ---------------------------- --------------------- ------------------------------ ---------------------------- ---------------------

Common Stock 1,400,000(1) $4.94 $6,916,000 $1,729.00
- ---------------------------- --------------------- ------------------------------ ---------------------------- ---------------------

(1) Represents shares of common stock issuable upon exercise of warrants
issued in non-public transactions. Shares of common stock are being
registered for resale by the holders hereof.
(2) Estimated solely for purposes of computing the registration fee pursuant
to Rule 457.
(3) In accordance with Rule 457(c), the price represents the average of the
high and low prices of the Registrant's common stock on February 2, 2001.

[FRONT COVER OF PROSPECTUS]

NEOMEDIA TECHNOLOGIES, INC.

The stockholder of NeoMedia Technologies, Inc. identified on page 9 may
offer and sell the shares covered by this Prospectus from time to time. The
shares covered by this Prospectus include shares to be received by the
stockholder upon the exercise of warrants-rights to purchase common stock. The
selling stockholder will receive all of the proceeds from the sales of the
shares and will pay all commissions and selling expenses, if any, on the sale of
the shares. We will pay the expense of registration of the sale of the shares.
We will receive the proceeds from the exercise of the warrants if and when such
warrants are exercised. The holders of the warrants are under no obligation to
exercise the warrants and the selling stockholder are under no obligation to
sell their shares.

Our common stock trades on the Nasdaq SmallCap Market under the symbol
"NEOM". On February 2, 2001, the last reported sale price of our common stock on
the Nasdaq SmallCap Market was $4.88 per share.

BEGINNING ON PAGE ONE, WE HAVE LISTED SEVERAL "RISK FACTORS" WHICH YOU
SHOULD CONSIDER. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY BEFORE YOU MAKE
YOUR INVESTMENT DECISION.

The Securities and Exchange Commission and state regulatory authorities
have not approved or disapproved of these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The Date of this Prospectus is February 12, 2001

TABLE OF CONTENTS

Page No.

ABOUT THIS PROSPECTUS...................................................... 3
RISK FACTORS............................................................... 3
Risk Factors Relating to the Company
We Have Sustained Losses in the Past and We Expect to
Sustain Losses in the Future....................................... 3
We may not be Able to Obtain Additional Financing that We need to
Continue to fund Operations Long Term.............................. 3
We are Uncertain of the Success of ASP Business Units Products and
Services........................................................... 4
Our Quarterly Results may Fluctuate Due to Certain Marketing and
Competitive Factors Over which we have Little or No Control........ 4
We Depend on the Resale of Software and Equipment Resales
for Revenue........................................................ 4
We may not be Able to Retain Our Key Executives, Sales Personnel
and Research and Development Personnel............................. 5
Some of Our Products Depend upon License Rights
from Third Parties and there can be No Assurance that We can
Adequately Protect those Rights.................................. 5
We Face Intense Competition in the Computer Software and
Hardware Field..................................................... 5
We Face the Risk that Changes in the Technology will make Our
Products and Services Obsolete..................................... 5
Our Intellectual Property Rights do not Provide Complete
Protection from Competitors........................................ 6
We are Exposed to Product Liability Claims for which Insurance
Coverage is Limited, Potentially Inadequate and in Some Cases
Unavailable........................................................ 6
Risk Factors Relating To This Offering
Officers and Directors Control most Corporate Action................. 6
The Book Value of Our Common Stock is Less Than the Current
Market Price....................................................... 6
The Price of NeoMedia Common Stock has been Highly Volatile
Due to Several Factors which will Continue to Effect the
Price of Our Stock................................................. 7
NeoMedia and the Price of NeoMedia Shares may be Adversely
Effected by the Public Sale of a Significant Number of the Shares
Eligible for Future Sale........................................... 7
An Investor's Ability to Trade Our Common Stock may be
Limited by Trading Volume.......................................... 7
We may be Removed from the Nasdaq SmallCap Market if We
Fail to Meet Certain Maintenance Criteria.......................... 7
FORWARD LOOKING STATEMENTS................................................. 8

Page No.

USE OF PROCEEDS............................................................ 8
SELLING STOCKHOLDERS....................................................... 9
WHERE YOU CAN FIND MORE INFORMATION........................................ 10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................ 10
PLAN OF DISTRIBUTION....................................................... 11
LEGAL MATTERS.............................................................. 11
EXPERTS.................................................................... 11
RECENT DEVELOPMENTS........................................................ 12
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES........................................................... 12

You should rely only on the information to which we have referred you
or provided in this Prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this Prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of those documents.

ABOUT THIS PROSPECTUS

NeoMedia Technologies, Inc. provides computer software and consulting
services. The Company's principal business address is 2201 Second Street, Suite
600, Fort Myers, Florida 33901, (941) 337-3434. You can find out more about the
Company by reading the Company's Form 10-KSB Annual Report for the year ended
December 31, 1999, which is incorporated by reference in this Prospectus. (See
"Incorporation of Certain Documents by Reference"). This Prospectus is part of a
Registration Statement that we filed with the Securities and Exchange
Commission. You should read both this Prospectus and any prospectus supplement
together with the information described under the heading "Where You Can Find
More Information." You should not assume that the information in this Prospectus
or any prospectus supplement is accurate as of any date other than the date on
the front of those documents.

RISK FACTORS

YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS, ALONG WITH
THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS,
IN DECIDING WHETHER TO INVEST IN OUR SHARES. THESE FACTORS, AMONG OTHERS, MAY
CAUSE ACTUAL RESULTS, EVENTS OR PERFORMANCE TO DIFFER MATERIALLY FROM THOSE
EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS MADE IN THIS PROSPECTUS.

Risk Factors Relating to the Company

1. WE HAVE SUSTAINED LOSSES IN THE PAST AND WE EXPECT TO SUSTAIN LOSSES
IN THE FUTURE. We incurred a loss of $8,556,000 for the first nine months of
2000, $10,472,000 in 1999, $11,495,000 in 1998, $5,973,000 in 1997, $3,076,000
in 1996, and $1,131,000 in 1995. Our accumulated losses from operations were
approximately $41,028,000 on September 30, 2000 and we had a working capital of
approximately $2,282,000 and approximately $2,653,000 in unrestricted cash
balances as of that date. We expect operating losses to continue as we continue
to develop our products and conduct additional research and development.

2. WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FINANCING THAT WE MAY NEED
TO CONTINUE TO FUND OPERATIONS LONG TERM. We anticipated that the proceeds from
the Public Offering in 1996, together with projected cash flow from operations,
would be sufficient to fund operations during the twelve months following the
consummation of the Public Offering. However, the proceeds from the Public
Offering, together with the cash flow from operations, were sufficient to fund
our operations for approximately nine months. From September, 1997, through
December 18, 1997, we received net proceeds of approximately $12.9 million from
the partial exercise of the warrants, which was used to fund operations. During
1999 we raised approximately $10.4 million through the sale in private
placements of common stock, warrants to purchase common stock and convertible
debt instruments. We raised approximately $12.4 million in 2000. Along with
revenue from operations, we believe this will finance our operations for the
next twelve months. We may not be able to raise additional capital in the future
to sustain long term

operations. If we are not successful in our operations, your investment in
NeoMedia could become worthless.

3. WE ARE UNCERTAIN OF THE SUCCESS OF OUR ASP BUSINESS UNITS PRODUCTS
AND SERVICES. We provide products and services that provide a seamless link from
printed material to the internet. There is no assurance that:

this ASP business unit will be profitable;

our current product offerings will not be adversely affected
by us focusing our attentions and resources in the ASP
business unit ; or

the products we develop will obtain market acceptance

4. OUR QUARTERLY RESULTS MAY FLUCTUATE DUE TO CERTAIN MARKET CONDITIONS
AND COMPETITIVE FACTORS OVER WHICH WE HAVE LITTLE OR NO CONTROL. The factors
listed below, some of which we cannot control, may cause our revenues and
results of operations to fluctuate significantly:

the extent to which our products gain market acceptance;

the timing and size of customer purchases; and

introductions of products by competitors.

5. WE DEPEND ON THE RESALE OF SOFTWARE AND EQUIPMENT RESALES FOR
REVENUE. During the first nine months of 2000, we derived 93% of our revenues
from the resale of computer software and technology equipment, 78% in 1999, 72%
in 1998, 78% in 1997, 83% in 1996 and 76% in 1995. A loss or a reduction of this
revenue would have a materially adverse affect on us. There is no assurance
that:

the market for the products and services we offer will
continue;

we will be able to continue to be successful in marketing
these products due to competition and other factors;

we will continue to be able to obtain short-term financing for
the purchase of the products that we resell; or

our relationship with companies whose products and services we
sell will continue including relationship with Sun
Microsystems Computer Company

6. WE MAY NOT BE ABLE TO RETAIN OUR KEY EXECUTIVES, SALES PERSONNEL AND
RESEARCH AND DEVELOPMENT PERSONNEL. As a relatively new company, our success
depends on the services of key employees in administration, sales, and research
and development. The loss of the services of one or more of such employees could
have a material adverse affect on us. We compete with many other companies in
the technology market for qualified professional, technical, and managerial
personnel.

7. SOME OF OUR PRODUCTS DEPEND UPON LICENSE RIGHTS FROM THIRD PARTIES
AND THERE CAN BE NO ASSURANCE THAT THE RIGHTS WE HAVE UNDER THESE LICENSING
AGREEMENTS ARE SUFFICIENT OR THAT WE CAN ADEQUATELY PROTECT THOSE RIGHTS. Loss
of , or interference with these rights could have a material adverse affect on
us.

8. WE FACE INTENSE COMPETITION IN THE COMPUTER SOFTWARE AND HARDWARE
FIELD. The markets in which we compete are highly competitive and rapidly
changing. A number of companies offer products and services similar to those
offered by us, and target the same customers as us. Many of these companies have
substantially greater financial, marketing and technical resources and have
greater channels of distribution for their products and services. We anticipate
that competition within these markets will increase.

9. WE FACE THE RISK THAT CHANGES IN TECHNOLOGY WILL MAKE OUR PRODUCTS
AND SERVICES OBSOLETE. The products and services we sell are subject to rapid
technological change, frequent new product and service introductions, evolving
industry standards and changes in customer demands. There can be no assurance
that:

we will be successful in developing and marketing new product
enhancements, and new products or services that respond to
technological change or evolving industry standards;

we will not experience difficulties that could delay or
prevent the success or development, introduction and marketing
of these products, enhancements and services; or

any new product, product enhancement and services we may
introduce will achieve market acceptance.

Our failure to develop and introduce new products, product enhancements or
services, or to gain customer acceptance of such products, product enhancements
or services in a timely fashion could materially adversely affect us.

10. OUR INTELLECTUAL PROPERTY RIGHTS DO NOT PROVIDE COMPLETE PROTECTION
FROM COMPETITORS. We presently have intellectual property patents, as well as
patent applications pending, with respect to certain proprietary technology. We
have been issued three patents related to linking printed materials to the
internet. There is also no assurance that:

there are no patents or patents pending by competitors for
technology similar to ours;

competitors will not independently develop or patent
technologies that are substantially equivalent or superior to
our technologies;

third parties will not assert infringement claims against us
or against products and technologies which we license, or have
the rights to use, from third parties.

Any such claims, if proved, could materially adversely affect us.

11. WE ARE EXPOSED TO PRODUCT LIABILITY CLAIMS FOR WHICH INSURANCE
COVERAGE IS LIMITED, POTENTIALLY INADEQUATE AND IN SOME CASES UNAVAILABLE. Many
of our engagements involve projects that are critical to the operations of our
clients' businesses. Any failure in a client's information system could result
in a claim for substantial damages against us, regardless of our responsibility
for such failure. We could, therefore, be subject to claims in connection with
the products and services that we sell. We currently maintain some product
liability and errors and omissions insurance. There can be no assurance that:

we have adequately, or at all, contractually limited our
liability for such claims;

we would have sufficient resources to satisfy any liability
resulting from any such claim;

our coverage, if available, will be adequate in term and scope
to protect us against material adverse effects in the event of
a successful claim; or

our insurer will not disclaim coverage as to any future claim.

The successful assertion of one or more large claims against us that exceed
available insurance coverage could adversely affect us.

Risk Factors Relating to this Offering

1. OFFICERS AND DIRECTORS CONTROL MOST CORPORATE ACTION. NeoMedia's
principal stockholders, acting together, may be able to control or exercise
significant influence over all matters requiring stockholder approval, including
the election of directors and the approval of significant corporate actions.
Other shareholders have little or no control or influence over such matters.

2. THE BOOK VALUE OF OUR COMMON STOCK IS LESS THAN THE CURRENT MARKET
PRICE. Based on our Stockholders' Equity as of September 30, 2000, and the
trading price of our common stock as of the date of this Prospectus, an investor
will experience immediate and substantial dilution between the book value per
share of their common stock, and the purchase price of the shares.

3. THE PRICE OF NEOMEDIA COMMON STOCK HAS BEEN HIGHLY VOLATILE DUE TO
SEVERAL FACTORS WHICH WILL CONTINUE TO EFFECT THE PRICE OF OUR STOCK. Our common
stock has traded as low as $1.75 and as high as $16.00 between February 2, 2000
and February 2, 2001. Some of the factors leading to this volatility include:

price and volume fluctuating in the stock market at large
which do not relate to our operating performance;

fluctuations in our operating results;

announcement of purchases or licenses of new technology;

announcements of financing received by us;

developments with respect to patents or proprietary rights;

changes in stock market analysts' recommendations regarding
NeoMedia and other companies in the computer software and
hardware industry generally; and

fluctuations in market demand for and supply of our products.

4. NEOMEDIA AND THE PRICE OF NEOMEDIA SHARES MAY BE ADVERSELY EFFECTED
BY THE PUBLIC SALE OF A SIGNIFICANT NUMBER OF THE SHARES ELIGIBLE FOR FUTURE
SALE. We have granted a large number of warrants-rights to buy our common stock.
The majority of our common stock is freely tradable. Sales of common stock in
the public market including shares issued on exercise of warrants, could
materially adversely affect the market price of our shares. Such sales also may
inhibit our ability to obtain future equity or equity-related financing on
acceptable terms.

5. AN INVESTORS' ABILITY TO TRADE OUR COMMON STOCK MAY BE LIMITED BY
TRADING VOLUME. The trading volume in our common stock has been relatively
limited. A consistently active trading market for our shares may not develop.

6. WE MAY BE REMOVED FROM THE NASDAQ SMALLCAP MARKET IF WE FAIL TO MEET
CERTAIN MAINTENANCE CRITERIA. The Nasdaq Stock Market has net capital surplus
and stock price maintenance criterion for trading on the Nasdaq SmallCap Market.
We currently meet the requirements but our ability to continue to do so will
depend on whether we are able to maintain net tangible assets of at least
$2,000,000 and maintain a minimum stock price of $1.00. The public trading
volume of our common stock and the ability of our stockholders to sell their
shares could be significantly impaired if we fail to meet the maintenance
criteria and are removed from the Nasdaq SmallCap Market. In that case, our
common stock would trade on either the OTC bulletin board, a regional exchange
or in the pink sheets, which would likely result in an even more limited trading
volume.

FOR ALL OF THE AFORESAID REASONS, AND OTHERS WHICH MAY NOT BE SET FORTH
HEREIN, THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND
OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THE SECURITIES SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR ENTIRE INVESTMENT AND HAVE
NO IMMEDIATE NEED FOR A RETURN OF THEIR INVESTMENT.

FORWARD LOOKING STATEMENTS

Statements made in this Prospectus or in the documents incorporated by
reference herein that are not statements of historical fact are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, and
Section 21E of the Securities Exchange Act of 1934. A number of risks and
uncertainties, including those discussed under the caption "Risk Factors" above
and the documents incorporated by reference herein could affect such
forward-looking statements and could cause actual results to differ materially
from the statements made. These factors include our ability to:

develop, market and sell products and services for the ASP
business unit

adjust to changes in technology, customer preferences,
enhanced competition and new competitors in the market of
linking printed materials to the internet

protect our proprietary patent rights from infringement or
misappropriation;

maintain or enhance our relationships with business partners
and vendors; and

attract and retain key employees

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares by the
selling stockholder. We will receive the exercise price of warrants held by
selling stockholder if and when such warrants are exercised. The proceeds from
such warrant exercises will be used for general corporate purposes.

SELLING STOCKHOLDER

The following tables sets forth the names of the selling stockholder,
the number of shares of common stock owned beneficially by the selling
stockholder as of February 2, 2001, and the number of shares that may be offered
pursuant to this Prospectus. The shares are being registered to permit public
secondary trading of the shares, and the selling stockholder may offer the
shares for resale from time to time.

COMMON STOCK COMMON STOCK BENEFICIALLY
BENEFICIALLY OWNED AFTER OFFERING(1)(2)
OWNED COMMON STOCK --------------------------
NAME OF SELLING PRIOR TO COVERED BY THIS
STOCKHOLDER OFFERING(1) PROSPECTUS NUMBER PERCENT OF CLASS
----------- ----------- ---------- ------ ----------------

Digital :Convergence Corp. 1,400,000(3) 1,400,000 0 *

* Less than one percent

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes generally voting power
and/or investment power with respect to securities. Options to purchase
shares of common stock currently exercisable or exercisable within
sixty (60) days of February 2, 2001 are deemed outstanding for
computing the beneficial ownership percentage of the person holding
such options but are not deemed outstanding for computing the
beneficial ownership percentage of any other person. Except as
indicated by footnote, to the knowledge of NeoMedia, the persons named
in the table above have the sole voting and investment power with
respect to all shares of common stock shown as beneficially owned by
them.

(2) Assumes all shares eligible for sale by selling stockholder under this
Prospectus are sold.

(3) Includes 1,400,000 shares of common stock to be issued upon exercise of
warrants held by Digital:Convergence Corporation.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, and current reports, proxy statements, and
other documents with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC's public reference room at Judiciary Plaza
Building, 450 Fifth Street, NW, Room 1024, Washington, D.C. 20549. You should
call 1-800-SEC-0330 for more information on the public reference room. The SEC
maintains an internet site at http://www.sec.gov where certain information
regarding issuers (including NeoMedia) may be found. Our web site is
http://www.neom.com.

This Prospectus is part of a registration statement that we filed with
the SEC (Registration No. __________). The registration statement contains more
information than this Prospectus regarding NeoMedia and its common stock,
including certain exhibits and schedules. You can get a copy of the registration
statement from the SEC at the address listed above or from its internet site.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate" into this Prospectus information we
file with the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information may include documents filed after the date of this
Prospectus which update and supersede the information you read in this
Prospectus. We incorporate by reference documents listed below, except to the
extent information in those documents is different from the information
contained in this Prospectus, and all future documents filed with the SEC like
Form 10-QSB Quarterly Reports and Form 10-KSB Annual Reports until we terminate
the offering of these shares.

SEC FILING
(FILE NO. 0-21743) PERIOD/FILING DATE
------------------ ------------------

Annual Report on Form 10-KSB............................... Year ended December 31, 1999

Quarterly Report on Form 10-QSB............................ Quarter ended March 31, 2000

Form 8-K Current Report.................................... April 7, 2000

Quarterly Report on Form 10-QSB/A.......................... Quarter ended June 30, 2000

Quarterly Report on Form 10-QSB/A.......................... Quarter ended September 30, 2000

Form 8-K Current Report.................................... October 19, 2000

Description of common stock contained
in Registration Statements on Form 8-A..................... November 18, 1996

You may request a copy of these documents, at no cost, by writing to or
calling:

NeoMedia Technologies, Inc.
2201 Second Street, Suite 600
Fort Myers, Florida 33901-3083
(941) 337-3434

PLAN OF DISTRIBUTION

The selling stockholders may offer their shares at various times in one
or more transactions on the Nasdaq SmallCap Market or any other exchange on
which the shares may be listed or in private transactions.

The shares of common stock are being registered in order to allow the
selling stockholders to sell these shares. No underwriter or broker/dealer has
been engaged by us to assist in the sale of the shares and there is no
obligation that the selling stockholders sell all or any part of the shares
covered by this Prospectus. The selling stockholders may sell their shares at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices.

The selling stockholders will pay all commissions, transfer taxes, and
other expenses associated with the sale of securities by them. The shares are
being registered pursuant to contractual obligations of NeoMedia, and we have
paid the expenses of the preparation of this Prospectus.

LEGAL MATTERS

Merrick & Klimek, P.C. of Chicago, Illinois, our counsel in connection
with the offering, has issued an opinion about the validity of the securities
being offered.

EXPERTS

The audited consolidated financial statements and schedules
incorporated by reference in this registration statement have been audited by
Arthur Andersen LLP, independent certified public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing.

The consolidated financial statements of NeoMedia and subsidiaries as
of December 31, 1998, and for the year then ended, have been incorporated by
reference herein and in the registration statement in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

The report of KPMG LLP covering the December 31, 1998, consolidated
financial statements contains an explanatory paragraph that states that the
Company has suffered recurring losses from operations, has a significant
accumulated deficit, and a working capital deficiency that raise substantial
doubt about its ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the
outcome of that uncertainty.

RECENT DEVELOPMENTS

During 2000, we have raised approximately $12.4 million through the
sale of our common stock and exercises of stock warrants and options, all in
private transactions.

On October 19, 2000 we announced that we entered into an agreement
with Digital:Convergence Corporation ("DC"), granting to DC a worldwide,
non-exclusive license of our extensive patent portfolio for directly linking
documents, objects and transactions to the Internet. The license agreement
provides for payment to us of minimum annual royalties over a 10 year period,
aggregating in excess of $100,000,000 in cash and equity in DC. In connection
with the license, we granted DC warrants to purchase up to 1.4 million shares of
our common stock.

COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

As permitted by the Delaware General Corporation Law ("DGCL"), we have
included in our Certificate of Incorporation a provision to eliminate the
personal liability of our directors for monetary damages for breach or alleged
breach of their fiduciary duties as directors, except for liability (i) for any
breach of the director's duty of loyalty to NeoMedia or its stockholders, (ii)
for acts or omissions not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases, as provided in Section 174 of the
DGCL, or (iv) for any transaction from which the director derived an improper
personal benefit. The effect of this provision is to eliminate the rights of
NeoMedia and its stockholders (through stockholders' derivative suits on behalf
of NeoMedia) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director except in the situations described in (i)
through (iv) above. This provision does not limit nor eliminate the rights of
NeoMedia or any stockholder to seek non-monetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care. These
provisions will not alter the liability of directors under federal securities
laws.

The Certificate of Incorporation and the by-laws of NeoMedia provide
that we are required and permitted to indemnify our officers and directors,
employees and agents under certain circumstances. In addition, if permitted by
law, we are required to advance expenses to our officers and directors as
incurred in connection with proceedings against them in their capacity as a
director or officer for which they may be indemnified upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to
indemnification. At present, we are not aware of any pending or threatened
litigation or proceeding involving a director, officer, employee or agent of
NeoMedia in which indemnification would be required or permitted.

Insofar as indemnification of liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONS.

The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered. All of the amounts
shown are estimates except the Securities and Exchange Commission registration
fee.

Securities and Exchange Commission
Registration Fee....................................... $ 1,729.00
Legal fees and expenses................................ $ 5,000.00
Accounting fees and expenses........................... $ 10,000.00
Miscellaneous ..................................... $ 1,000.00
-------------

Total ..................................... $ 17,729.00

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

As permitted by the Delaware General Corporation Law ("DGCL"), we have
included in our Certificate of Incorporation a provision to eliminate the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duties as directors, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involved intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases, as provided in Section
174 of the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit. The effect of this provision is to eliminate the
rights of NeoMedia and its stockholders (through stockholders' derivative suits
on behalf of NeoMedia) to recover monetary damages against a director for breach
of the fiduciary duty of care as a director except in the situations described
in (i) through (iv) above. This provision does not limit nor eliminate the
rights of NeoMedia or any stockholder to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
These provisions will not alter the liability of directors under federal
securities laws.

ITEM 16. EXHIBITS.

EXHIBIT DESCRIPTION
- ------- -----------
5.1 Opinion of Merrick & Klimek, P.C.
23.1 Consent of Merrick & Klimek, P.C. (contained in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG LLP

ITEM 17. UNDERTAKINGS.

A. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statements (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

B. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Myers, State of Florida on February 9,
2001.

NEOMEDIA TECHNOLOGIES, INC.

By: /s/ CHARLES W. FRITZ
---------------------------------
Charles W. Fritz
Chief Executive Officer and
Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this Form
S-3 has been signed below by the following persons in the capacities and on the
dates indicated:

SIGNATURES TITLE DATE
- ---------- ----- ----

/s/ CHARLES W. FRITZ Chief Executive Officer,
- ----------------------------- Chairman of the Board and Director 2/9/01
Charles W. Fritz

/s/ WILLIAM E. FRITZ Secretary and Director 2/9/01
- -----------------------------
William E. Fritz

/s/ CHARLES T. JENSEN Chief Financial Officer,
- ----------------------------- Treasurer and Director 2/9/01
Charles T. Jensen

/s/ ROBERT T. DURST, JR. Director 2/9/01
- -----------------------------
Robert T. Durst, Jr.

/s/ A. HAYES BARCLAY Director 2/9/01
- -----------------------------
A. Hayes Barclay

/s/ JAMES J. KEIL Director 2/9/01
- -----------------------------
James J. Keil

/s/ PAUL REECE Director 2/9/01
- -----------------------------
Paul Reece

/s/ JOHN A. LOPIANO Director 2/9/01
- -----------------------------
John A. Lopiano