Digimarc’s board of directors has declared 5:30pm EDT today (1 August 2008) as the record date and time to be used to determine which Digimarc stockholders are entitled to receive shares of common stock of DMRC Corporation – the entity that will operate the spin-off of Digimarc’s existing Digital Watermarking business.
According to Digimarc, shares of DMRC Corporation common stock will initially be held by a trust for the benefit of Digimarc stockholders on the record date and time for the spin-off, pending the effectiveness of a Registration Statement on Form 10, which has been filed with the Securities and Exchange Commission. Following the effectiveness of the Form 10, shares of DMRC Corporation common stock will be distributed to qualifying Digimarc stockholders on the basis of one DMRC Corporation common stock share for every three and one-half shares of Digimarc common stock held by the stockholder at that time. During the period that the trust is in possession of the shares, and prior to their distribution, the beneficial interests in such shares will not be certificated or tradeable. The transfer to the trust for the benefit of Digimarc stockholders will occur prior to L-1 Identity Solutions’ acceptance of the shares validly tendered pursuant to L-1’s tender offer for all of the outstanding shares of Digimarc common stock, which is expected to occur at 12:00 midnight EDT today.