Digimarc Corporation today announced the distribution of the shares of
Digimarc that were previously held in trust. Following the sale of the
former Digimarc Corporation ("Old Digimarc") to L-1 Identity Solutions,
Inc. ("L-1") and the spin-off of the Digital Watermarking business on
August 1, 2008, the shares of Digimarc have been held in a trust for the
benefit of Old Digimarc stockholders entitled to the distribution of
Digimarc shares, pending effectiveness of Digimarc's registration
statement on Form 10 (the "Form 10") filed with the Securities and
Exchange Commission ("SEC"). The Form 10 was declared effective today by
the SEC.
The trust will distribute by the close of business today all of the
shares of common stock of Digimarc to Old Digimarc stockholders of
record at 5:30 pm Eastern time on August 1, 2008. Each stockholder will
receive one share of Digimarc for every three and one half shares of Old
Digimarc owned by the stockholder at the record date and time. Following
the record date and time, the right to the distribution continued to
trade with the shares of Old Digimarc common stock until Old Digimarc
ceased trading on the Nasdaq Global Market on August 14, 2008. As a
result, holders of shares of Old Digimarc as of the record date and time
who did not sell the shares in an open market transaction following the
record date and time will receive shares of Digimarc common stock in the
distribution, and holders of shares of Old Digimarc who sold shares in
an open market transaction following the record date and time will not
be entitled to shares of Digimarc common stock in the distribution.
Stockholders who purchased shares of Old Digimarc common stock in an
open market transaction after the record date and time and did not
subsequently sell the shares in an open market transaction will be
entitled to shares of Digimarc common stock in the distribution. Cash
will be paid in lieu of fractional shares.
Digimarc shares will begin trading on The Nasdaq Global Market under the
symbol "DMRC" on October 17, 2008. Old Digimarc merged its remaining
secure ID business with a wholly owned subsidiary of L-1 on August 13,
2008.
Digimarc is mailing an information statement to Old Digimarc
stockholders of record. The information statement, which is an exhibit
to the Form 10, contains a description of Digimarc, a description of the
distribution and certain U.S. federal income tax consequences of the
distribution.
About Digimarc
Digimarc Corporation (NASDAQ:DMRC), based in Beaverton, Oregon, is a
leading innovator and technology provider, enabling businesses and
governments worldwide to enrich everyday living by giving persistent
digital identities to all forms of media and objects. The company’s
technology enables a wide range of solutions for enhancing traffic
safety and national security, deterring fraud, counterfeiting and
piracy, and enabling new digital media distribution and monetization
models that provide consumers with more choice and access to content
when, where and how they want it. Digimarc licenses its intellectual
property to business partners across a range of industries, delivers
solutions for protecting and managing digital images, and offers
professional development services to bring strategic initiatives to
market. The company is headquartered in Beaverton, Oregon. Please go to www.digimarc.com
for more company information.
Forward-Looking Statements
With the exception of historical information contained in this release,
the matters described in this release contain various "forward-looking
statements," including statements about the timing of the distribution
of Digimarc shares and commencement of trading of those shares on The
Nasdaq Global Market. These forward-looking statements are statements of
management's opinion and are subject to various assumptions, risks,
uncertainties and changes in circumstances. Actual results may vary
materially from those expressed or implied from the statements in this
release as a result of matters affecting The Nasdaq Global Market or
changes in economic, business and/or regulatory factors. More detailed
information about risk factors that may affect actual results is set
forth in the Form 10. Readers are cautioned not to place undue reliance
on these forward-looking statements, which reflect management's opinions
only as of the date of this release. Except as required by law, Digimarc
undertakes no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that may
arise after the date of this release.