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As filed with the Securities and Exchange Commission on December 1, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Digimarc Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 93-1170830
(State of Incorporation or Organization) (I.R.S. Employer
Identification Number)
19801 S.E. 72nd Avenue
Tualatin, Oregon 97062
(Address of Principal Executive Offices) (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 ___
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: 333-87501
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title Of Each Class To Be Registered Name Of Each Exchange On Which
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Not Applicable Each Class Is To Be Registered
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Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock
$0.001 Par Value Per Share
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ITEM 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-87501, as amended) (the "Registration
Statement").
ITEM 2. Exhibits.
Exhibit Description
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3.1 Certificate of Incorporation of the Registrant. Incorporated
herein by reference to Exhibit 3.1 to the Registrant's
Registration Statement.
3.2 Bylaws of the Registrant. Incorporated herein by reference
to Exhibit 3.2 to the Registrant's Registration Statement.
4.2 Second Amended and Restated Investor Rights Agreement, dated
as of November 2, 1999. Incorporated herein by reference to
Exhibit 4.2 to the Registrant's Registration Statement.
4.3 Specimen Stock Certificate of the Registrant. Incorporated
herein by reference to Exhibit 4.3 to the Registrant's
Registration Statement.
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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.
Date: November 30, 1999
DIGIMARC CORPORATION
By: /s/ Bruce Davis
_____________________________________
Bruce Davis
President and Chief Executive Officer
