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): December 14, 2005

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


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

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

                                (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

Distribution Agreement

         On December 14, 2005, NeoMedia Technologies, Inc. ("NeoMedia") executed
a definitive distribution agreement (the "Agreement") with PPG Industries' PPG
Shanghai Trading Co. Ltd. ("PPG"), under which NeoMedia will distribute
automotive aftermarket products produced by PPG. The Agreement calls for
NeoMedia to serve as a non-exclusive distributor of PPG products to Beijing
Sino-US Jinche Yingang Auto Technological Services Limited ("Jinche") in the
People's Republic of China. NeoMedia previously signed a distribution agreement
with Jinche under which Jinche will distribute and use NeoMedia's micro paint
repair products at its automotive service facilities throughout China.

         The Agreement is attached hereto as exhibit 16.1. On December 15, 2005,
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: December 15, 2005            By: /s/ Charles T. Jensen
      -----------------                ------------------------------------
                                   Charles T. Jensen, President,
                                   Chief Executive Officer and Director































                                       3
<PAGE>

                                  EXHIBIT INDEX

   Exhibit No.     Description
   -----------     -----------
      16.1         Distribution Agreement between NeoMedia and PPG
      16.2         Press release with respect to distribution agreement
































                                       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": "051266853"}, "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): December 14, 2005

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

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

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

                                (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

Distribution Agreement

         On December 14, 2005, NeoMedia Technologies, Inc. ("NeoMedia") executed
a definitive distribution agreement (the "Agreement") with PPG Industries' PPG
Shanghai Trading Co. Ltd. ("PPG"), under which NeoMedia will distribute
automotive aftermarket products produced by PPG. The Agreement calls for
NeoMedia to serve as a non-exclusive distributor of PPG products to Beijing
Sino-US Jinche Yingang Auto Technological Services Limited ("Jinche") in the
People's Republic of China. NeoMedia previously signed a distribution agreement
with Jinche under which Jinche will distribute and use NeoMedia's micro paint
repair products at its automotive service facilities throughout China.

         The Agreement is attached hereto as exhibit 16.1. On December 15, 2005,
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: December 15, 2005            By: /s/ Charles T. Jensen
      -----------------                ------------------------------------
                                   Charles T. Jensen, President,
                                   Chief Executive Officer and Director

                                       3
EXHIBIT INDEX

   Exhibit No.     Description
   -----------     -----------
      16.1         Distribution Agreement between NeoMedia and PPG
      16.2         Press release with respect to distribution agreement

                                       4