SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act Of 1934
(Amendment No. 1)
DIGIMARC CORPORATION
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
253-807-101
(CUSIP Number of Class of Securities)
----------------------
Mr. Ian R. Halifax, Chief Financial Officer
Macrovision Corporation
1341 Orleans Drive
Sunnyvale, California 94098
(408) 743-8600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
David Herbst, Esq.
Gregory J. Rubis, Esq.
Manatt, Phelps & Phillips, LLP
1001 Page Mill Road, Building 2
Palo Alto, CA 94304-1006
(605) 812-1300
October 20, 2000
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box |_|.
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CUSIP No. 253-807-101 SCHEDULE 13D Page 2 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Macrovision Corporation
77-0156161
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,014,458
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,014,458
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,014,458
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 253-807-101 13D Page 3 of 10 Pages
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Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") relates to the common
stock, par value $0.001 per share (the "Shares" or the "Issuer Common Stock"),
of Digimarc Corporation, a Delaware corporation (the "Issuer"). The principal
executive office of the Issuer is located at 19801 SW 72nd Avenue, Suite 250,
Tualatin, Oregon 97602.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is filed by Macrovision Corporation, a Delaware
corporation (the "Reporting Person"). The address of the principal business and
principal office of the Reporting Person is 1341 Orleans Drive, Sunnyvale,
California 94098. The Reporting Person develops and markets content protection
and rights management technology and products to prevent the unauthorized
duplication, reception or use of video and audio programs and computer software.
These products and services are marketed primarily to the consumer multimedia
and business software publishers, home video, pay-per-view, cable, satellite and
video security markets.
To the best of the Reporting Person's knowledge as of the date hereof, the
name, business address, present principal occupation or employment and
citizenship of each executive officer and director of the Reporting Person, and
the name, principal business and address of any corporation or other
organization in which such employment is conducted is set forth in Schedule I
hereto. The information contained in Schedule I is incorporated herein by
reference.
(d)-(e) During the last five years, neither the Reporting Person nor, to
the best knowledge of the Reporting Person, any of the executive officers or
directors of the Reporting Person, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In December 1997, the Reporting Person invested $1.5 million, and in June
1999, invested an additional $2 million in the Issuer pursuant to that certain
Digimarc Corporation Series C Preferred Stock Purchase Agreement dated December
31, 1997 and that certain Digimarc Corporation Series D Preferred Stock Purchase
Agreement dated June 8, 1999, respectively (collectively, the "Agreements"). The
Reporting Person used working capital to make the investments. The preferred
stock issued under the Agreements was converted to shares of Issuer
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CUSIP No. 253-807-101 13D Page 4 of 10 Pages
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Common Stock in accordance with the terms of the Agreements upon the completion
of Issuer's Initial Public Offering on December 14, 1999.
The Reporting Person and the Issuer entered into an Investors Rights
Agreement dated November 2, 1999. Under the terms of the Investors Rights
Agreement, the Reporting Person has certain rights to require the Issuer to
register the Shares held by the Reporting Person. The Reporting Person
periodically makes strategic investments in companies with complementary or
compatible technologies or products, such as the Issuer. Pursuant to a Marketing
Agreement with the Issuer, the Reporting Person and the Issuer are jointly
developing a digital video watermarking copy protection solution to address the
digital-to-digital copying issues associated with the next generation of
recordable DVD and digital videocassette recording devices. Digimarc and
Macrovision share equally in the net royalties derived from the technology in
the stated field of use. Under the terms of the agreement, Macrovision has the
exclusive right to market the technology in the field of use.
The Reporting Person and the Issuer entered into a Strategic Investment
Agreement dated as of September 17, 2000. Under the terms of the agreement, the
Issuer issued 1,089,983 of Issuer Common Stock to the Reporting Person in return
for cash consideration of $20.00 per share with the result that the Reporting
Person controls 12.5% of Issuer Common Stock. Prior to consummation, the
transaction was subject to regulatory review under federal law. The transaction
was consummated on October 20, 2000. The agreement is filed as an exhibit to
this Schedule 13D. Among the provisions of the agreement, under certain
circumstances, the Issuer is required to register the Shares held by the
Reporting Person for possible resale by the Reporting Person and the Reporting
Person's ability to acquire additional Shares is restricted. Pursuant to the
agreement, the Issuer appointed the president of the Reporting Person to the
Issuer's board of directors. The source of the $21.8 million purchase price was
the working capital of the Reporting Person.
The source of funds for purchases of Shares by executive officers and
directors of the Reporting Person was personal funds of each individual.
Item 4. Purpose of the Transaction.
(a)-(j) The information set forth in Item 3 is hereby incorporated herein
by reference.
Except as set forth above, the Reporting Person and executive officers and
directors of the Reporting Person do not have any plans or proposals which
relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
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CUSIP No. 253-807-101 13D Page 5 of 10 Pages
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(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) Any material changes in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 4. Interest in Securities of the Issuer.
(a)-(b) The number of Shares covered is 2,014,458, which, based on the
number of Shares outstanding on October 20, 2000, as represented by the Issuer,
and additional Shares issued in connection with this transaction and another
transaction not involving the Reporting Person, constitutes 12.5% of Issuer
Common Stock. Prior to the consummation of the transaction, the Reporting Person
owned 924,475 Shares, constituting approximately 7.1% of Issuer Common Stock.
The following executive officers and directors of the Reporting Person
beneficially own Shares: John O. Ryan (sole voting and dispositive power over
9,500 Shares); William A. Krepick (shared (with spouse) voting and dispositive
power over 1,500 Shares); Carol Flaherty (shared (with spouse) voting and
dispositive power over 3,000 Shares); and Ian R. Halifax (sole voting and
dispositive power over 100 Shares). The Shares owned by these individuals are
not included in the Shares owned by the Reporting Person.
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CUSIP No. 253-807-101 13D Page 6 of 10 Pages
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(c) Other than as set forth in Item 5(a)-(b), to the best of the Reporting
Person's knowledge as of the date hereof (i) neither the Reporting Person nor
any subsidiary or affiliate of the Reporting Person nor any of the Reporting
Person's executive officers or directors, beneficially owns any shares of Issuer
Common Stock, and (ii) there have been no transactions in the shares of Issuer
Common Stock effected during the past 60 days by the Reporting Person, nor to
the best of the Reporting Person's knowledge, by any subsidiary or affiliate of
the Reporting Person or any of the Reporting Person's executive officers or
directors.
(d) No other person is known by the Reporting Person to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Issuer Common Stock held by the Reporting Person or by
Executive Officers and Directors of the Reporting Person.
(e) Not applicable.
Item 5. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of Issuer.
The information set forth, or incorporated by reference, in Items 3
through 5 is hereby incorporated herein by reference. Copies of the Agreements
are included as Exhibits 1 and 2 to this Schedule 13D. A copy of the Strategic
Investment Agreement is included as Exhibit 3 to this Schedule 13D. To the best
of the Reporting Person's knowledge, except as described in this Schedule 13D,
there are at present no contracts, arrangements, understandings or relationship
(legal or otherwise) among the persons named in Item 2 above and between any
such persons and any person with respect to any securities to the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 6. Material to be Filed as Exhibits.
Exhibit Description
1* Digimarc Corporation Series C Preferred Stock Purchase
Agreement dated December 31, 1997 by and between Digimarc
Corporation and Macrovision Corporation (without exhibits).
2* Digimarc Corporation Series D Preferred Stock Purchase
Agreement dated June 8, 1999 by and between Digimarc
Corporation and Macrovision Corporation (without exhibits).
3 Strategic Investment Agreement dated as of September 17,
2000 by and between Digimarc Corporation and
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CUSIP No. 253-807-101 13D Page 7 of 10 Pages
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Macrovision Corporation (without exhibits).
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* Previously filed with the Schedule 13D dated as of June 21, 2000.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that this statement is true, complete and correct.
MACROVISION CORPORATION
By: /s/ Ian Halifax
-------------------------------------
Name: Ian Halifax
Title: Chief Financial Officer
Dated: November 8, 2000
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF MACROVISION CORPORATION
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of the
Reporting Person. Except as indicated below, each such person is a U.S. citizen,
and the business address of each such person is 1341 Orleans Drive, Sunnyvale,
California 94089.
BOARD OF DIRECTORS
Name Position
---- --------
John O. Ryan Chairman of the Board of Directors and Chief
Executive Officer
William A. Krepick President, Chief Operating Officer and Director
Richard S. Matuszak Vice President-Business Development
Donna S. Birks Director; Executive Vice President and Chief
Financial
Officer of Adaptive Broadband Corporation*
William N. Stirlen Director; Consultant to technology companies
Thomas Wertheimer Director; Consultant to Universal Studios
Matthew Christiano Director; Executive Vice-President-Engineering
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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Title and Present
Name Principal Occupation
---- --------------------
Ian R. Halifax** Vice President-Finance and Administration and
Chief Financial Officer and Secretary
Mark S. Belinsky Senior Vice President - GLOBEtrotter Software,
Inc., a Macrovision corporation
Brian R. Dunn Senior Vice President-Computer Software Copy
Protection
Carol Flaherty Vice President-Video Copy Protection
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* The address of Adaptive Broadband Corporation is 1143 Borregas Avenue,
Sunnyvale, California 94089. Adaptive Broadband Corporation is a supplier
of terrestrial wireless and satellite-based systems to support data
communications, broadcast digital TV and telemetry networks. Adaptive
Broadband Corporation also provides products for satellite-based and
terrestrial wireless ultra-high speed Internet access, transport and
worldwide Internet backbones.
** British citizen.
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