UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DIGIMARC CORPORATION
(Exact name of registrant as specified in its charter)
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Digimarc |
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94-3342784 |
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(State of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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9405 SW Gemini Drive, Beaverton Oregon |
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97008 |
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(Address of principal executive offices) |
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(Zip code) |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. x
Securities Act registration statement file number to which this form relates: Not applicable
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange on Which |
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Title of Each Class to be so Registered |
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Each Class is to be Registered |
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Series A Preferred Stock, par value $.001 per share |
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The Nasdaq Global Market |
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Purchase Rights |
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Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered
Digimarc Corporation (the “Company”) entered into a Second Amendment to Rights Agreement, effective as of June 29, 2008 (the “Rights Amendment”), with Computershare Trust Company N.A. (formerly EquiServe Trust Company, N.A.) to amend the Rights Agreement dated as of November 17, 2004, as amended by a First Amendment of Rights Agreement effective as of March 23, 2008 (as amended, the “Rights Agreement”). The Rights Amendment renders the preferred stock purchase rights (the “Rights”) inapplicable to the Offer, the Merger and the other transactions contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of June 29, 2008, by and among L-1 Identity Solutions, Inc., Dolomite Acquisition Co. and the Company (the “Merger Agreement”). The foregoing description of the Rights Amendment does not purport to be complete and is qualified in its entirety by reference to the Rights Amendment, a copy of which is filed herewith as Exhibit 1 and incorporated herein by this reference. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Merger Agreement.
Item 2. Exhibits
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Exhibit Number |
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Exhibit Title |
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1 |
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Second Amendment to Rights Agreement, effective as of June 29, 2008 between the Company and Computershare Trust Company N.A. (formerly EquiServe Trust Company, N.A.) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated and filed July 3, 2008). |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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DIGIMARC CORPORATION |
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By: |
/s/ Robert Chamness |
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Name: |
Robert Chamness |
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Title: |
Chief Legal Officer and Secretary |
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Dated: July 3, 2008 |
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EXHIBIT INDEX
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Exhibit Number |
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Exhibit Title |
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1 |
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Second Amendment to Rights Agreement, effective as of June 29, 2008 between the Company and Computershare Trust Company N.A. (formerly EquiServe Trust Company, N.A.) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated and filed July 3, 2008). |
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