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As filed with the Securities and Exchange Commission on July 24, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________________
DIGIMARC CORPORATION
(Exact name of Registrant as Specified in Its Charter)
______________________________________________
Delaware 93-1170830
------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
19801 S.W. 72nd Avenue, Suite 250
Tualatin, Oregon 97062
(Address of Principal Executive Offices)
Digimarc Corporation 2000 Non-Officer Employee Stock Incentive Plan
Digimarc Corporation Restated 1999 Stock Incentive Plan
(Full Title of the Plan)
______________________________________________
Bruce Davis
President and Chief Executive Officer
Digimarc Corporation
19801 S.W. 72nd Avenue, Suite 250
Tualatin, Oregon 97062
(Name and Address of Agent for Service)
(503) 885-9699
(Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
Gavin B. Grover, Esq.
Morrison & Foerster llp
425 Market Street
San Francisco, California 94105
(415) 268-7000
__________________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share(1) Price Fee
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 275,000(2) $ 22.13 $ 6,085,750 $ 1,630.98
par value per share
Common Stock $.001 1,500,000(3) $ 22.13 $ 33,195,000 $ 8,896.26
par value per share
==================================================================================================
</TABLE>
(1) Calculated solely for purposes of this offering under Rule 457(h) under
the Securities Act of 1933, as amended, on the basis of the average of the
high and low price per share of Digimarc Corporation's Common Stock on the
Nasdaq National Market on July 21, 2000.
(2) To be issued in connection with the Digimarc Corporation 2000 Non-Officer
Employee Stock Incentive Plan.
(3) To be issued in connection with the Digimarc Corporation Restated 1999
Stock Incentive Plan.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10 (a) PROSPECTUS
The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Digimarc Corporation (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference herein:
(a) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000, filed on May 12, 2000, pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Registrant's latest Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed on March 28, 2000, pursuant to Section 13(a) of
the Exchange Act.
(c) The Registrant's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, filed on December 2, 1999.
(d) The description of the Registrant's Common Stock which is contained in
its Registration Statement on Form 8-A filed under the Exchange Act, on December
1, 1999, including any amendment or report filed for the purpose of updating
such description.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration
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Statement to the extent that a statement contained herein or in any subsequently
filed document which also is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of the State of Delaware,
the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act. Article IX of the Registrant's Bylaws also provides for
mandatory indemnification of its directors, executive officers, employees and
agents to the fullest extent permissible under Delaware law.
Section 8 of the Registrant's Amended and Restated Certificate of
Incorporation provides that the liability of its directors for monetary damages
shall be eliminated to the fullest extent permissible under Delaware law.
Pursuant to Delaware law, this includes elimination of liability for monetary
damages for breach of the directors' fiduciary duty of care to the Registrant
and its stockholders. These provisions do not eliminate the directors' duty of
care and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for any transaction from which the director derived an improper personal
benefit, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.
The Registrant has entered into an agreement with each of its directors and
executive officers that requires the Registrant to indemnify such persons
against any expense, liability or loss, including attorneys' fees, judgments,
fines, ERISA excise taxes and penalties, amounts paid or to be paid in
settlement, any interest, assessments or other charges imposed thereon, and any
federal state, local or foreign taxes imposed as a result of the actual or
deemed receipt of any payment thereunder, paid or incurred in connection with
investigating, defending, being a witness in, or participating in, or preparing
for any of the foregoing in, any proceeding relating to any event or occurrence
by reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant in certain
capacities. The
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indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The Registrant has obtained a policy of directors' and officers' liability
insurance that insures the Company's directors and officers against the cost of
defense, settlement or payment of a judgment under certain circumstances.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Commission File No. 333-87501)
which became effective on December 1, 1999 (the "Registration
Statement on Form S-1")).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registration Statement on Form S-1).
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of KPMG LLP, Independent Certified Public Accountants.
23.2 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (see signature page of this Registration Statement).
99.1 Digimarc Corporation 2000 Non-Officer Employee Stock Incentive Plan.
99.2 Digimarc Corporation Restated 1999 Stock Incentive plan.
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act).
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration
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statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnity provisions summarized in Item 6 above or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Tualatin, State of Oregon, on the 24 day of July 2000.
DIGIMARC CORPORATION
By: /s/ Bruce Davis
-------------------------------------
Bruce Davis
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, Bruce Davis
and E.K. Ranjit, with full power to act alone, as his or her true and lawful
attorney-in-fact, with the power of substitution, for and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bruce Davis President, Chief Executive Officer July 24, 2000
---------------------------------- and Director (Principal Executive
Bruce Davis Officer)
/s/ E.K. Ranjit
---------------------------------- Chief Financial Officer (Principal July 24, 2000
E.K. Ranjit Accounting Officer) and Secretary
/s/ Geoffrey Rhoads Chief Technology Officer and July 24, 2000
---------------------------------- Director
Geoffrey Rhoads
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Philip Monego, Sr.
---------------------------------- Chairman of the Board of Directors July 24, 2000
Philip Monego, Sr.
/s/ Brian J. Grossi
---------------------------------- Director July 24, 2000
Brian J. Grossi
/s/ John Taysom
---------------------------------- Director July 24, 2000
John Taysom
/s/ Peter Smith
---------------------------------- Director July 24, 2000
Peter Smith
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Commission File No. 333-87501)
which became effective on December 1, 1999 (the "Registration
Statement on Form S-1")).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registration Statement on Form S-1).
5.1 Opinion of Morrison & Foerster llp.
23.1 Consent of KPMG LLP, Independent Certified Public Accountants.
23.2 Consent of Morrison & Foerster llp (contained in Exhibit 5.1).
24.1 Power of Attorney (see signature page of this Registration
Statement).
99.1 Digimarc Corporation 2000 Non-Officer Employee Stock Incentive Plan.
99.2 Digimarc Corporation Restated 1999 Stock Incentive Plan.
