U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                        --------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of Earliest Event Reported): February 17, 2006

                           NEOMEDIA TECHNOLOGIES, INC.
                           ---------------------------
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                        0-21743                36-3680347
----------------------------         ----------------        -------------------
(State or Other Jurisdiction         (Commission File          (IRS Employer
       Incorporation)                     Number)            Identification No.)

 2201 Second Street, Suite 600, Fort
           Myers, Florida                                          33901
------------------------------------                             ----------
   (Address of Principal Executive                               (Zip Code)
              Offices)

                                (239) - 337-3434
                                ----------------
              (Registrant's Telephone Number, including Area Code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Acquisition of Gavitec AG

      On February 17, 2006, NeoMedia Technologies,  Inc. ("NeoMedia) and Gavitec
AG ("Gavitec") of Wurselen,  Germany  (www.gavitec.com) signed a definitive sale
and purchase  agreement (the  "Agreement")  under which NeoMedia acquired all of
the outstanding shares of Gavitec in exchange for $1,800,000 cash and $5,400,000
in shares of NeoMedia common stock. The $5,400,000 stock portion of the purchase
price is represented by 13,660,511  shares of NeoMedia common stock,  calculated
by dividing $5,400,000 by the volume-weighted  average closing price of NeoMedia
common stock for the ten days up to and including February 16, 2006.

      Closing is scheduled to occur on February 23, 2006,  or at another date as
agreed by NeoMedia and Gavitec.  Cash and shares certificates will be exchanged,
and the merger will become effective, at the closing.

      Gavitec was founded in 1997 as a specialized  provider and manufacturer of
products and solutions for mobile marketing and mobile  information  technology.
As  a  technology  leader  in  code-reading  systems  and  software  for  mobile
applications, Gavitec offers its clients standardized or individual solutions in
the areas of mobile marketing,  mobile ticketing,  mobile couponing,  and mobile
payment systems.

      The  Agreement is attached  hereto as exhibit  16.1. On February 21, 2006,
NeoMedia  issued a press release with respect to the Agreement,  attached hereto
as Exhibit 16.2.


                                       2
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        NeoMedia Technologies, Inc.
                                        ----------------------------------------
                                        (Registrant)


Date: February 17, 2006                 By: /s/ Charles T. Jensen
                                            ------------------------------------
                                        Charles T. Jensen, President,
                                        Chief Executive Officer and Director


                                       3
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

  16.1            Definitive Sale and Purchase  Agreement  between  NeoMedia and
                  Gavitec
  16.2            Press release dated February 21, 2006


                                       4
{"company-data": {"conformed-name": "NEOMEDIA TECHNOLOGIES INC", "cik": "0001022701", "assigned-sic": "7373", "irs-number": "363680347", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21743", "film-number": "06631706"}, "business-address": {"street1": "2201 SECOND ST STE 600", "street2": "STE 600", "city": "FORT MYERS", "state": "FL", "zip": "33901", "phone": "6303554404"}, "mail-address": {"street1": "2201 SECOND STREET", "street2": "SUITE 600", "city": "FORT MYERS", "state": "FL", "zip": "33901"}, "former-company": {"former-conformed-name": "DEVSYS INC", "date-changed": "19960911"}}
U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                        --------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of Earliest Event Reported): February 17, 2006

                           NEOMEDIA TECHNOLOGIES, INC.
                           ---------------------------
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                        0-21743                36-3680347
----------------------------         ----------------        -------------------
(State or Other Jurisdiction         (Commission File          (IRS Employer
       Incorporation)                     Number)            Identification No.)

 2201 Second Street, Suite 600, Fort
           Myers, Florida                                          33901
------------------------------------                             ----------
   (Address of Principal Executive                               (Zip Code)
              Offices)

                                (239) - 337-3434
                                ----------------
              (Registrant's Telephone Number, including Area Code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Acquisition of Gavitec AG

      On February 17, 2006, NeoMedia Technologies,  Inc. ("NeoMedia) and Gavitec
AG ("Gavitec") of Wurselen,  Germany  (www.gavitec.com) signed a definitive sale
and purchase  agreement (the  "Agreement")  under which NeoMedia acquired all of
the outstanding shares of Gavitec in exchange for $1,800,000 cash and $5,400,000
in shares of NeoMedia common stock. The $5,400,000 stock portion of the purchase
price is represented by 13,660,511  shares of NeoMedia common stock,  calculated
by dividing $5,400,000 by the volume-weighted  average closing price of NeoMedia
common stock for the ten days up to and including February 16, 2006.

      Closing is scheduled to occur on February 23, 2006,  or at another date as
agreed by NeoMedia and Gavitec.  Cash and shares certificates will be exchanged,
and the merger will become effective, at the closing.

      Gavitec was founded in 1997 as a specialized  provider and manufacturer of
products and solutions for mobile marketing and mobile  information  technology.
As  a  technology  leader  in  code-reading  systems  and  software  for  mobile
applications, Gavitec offers its clients standardized or individual solutions in
the areas of mobile marketing,  mobile ticketing,  mobile couponing,  and mobile
payment systems.

      The  Agreement is attached  hereto as exhibit  16.1. On February 21, 2006,
NeoMedia  issued a press release with respect to the Agreement,  attached hereto
as Exhibit 16.2.

                                       2
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        NeoMedia Technologies, Inc.
                                        ----------------------------------------
                                        (Registrant)

Date: February 17, 2006                 By: /s/ Charles T. Jensen
                                            ------------------------------------
                                        Charles T. Jensen, President,
                                        Chief Executive Officer and Director

                                       3
EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

  16.1            Definitive Sale and Purchase  Agreement  between  NeoMedia and
                  Gavitec
  16.2            Press release dated February 21, 2006

                                       4