UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):  April 25, 2005

 

Digimarc Corporation

 

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-28317

 

94-3342784

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

9405 SW Gemini Drive, Beaverton, Oregon

 

97008

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code: (503) 469-4800

 

 

 

 

 

 

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 1.01.  Entry into a Material Definitive Agreement.

 

On April 25, 2005, the board of directors of Digimarc Corporation (the “Company”) approved a one-time additional cash payment of $25,000 to the chairman of the audit committee and $7,500 to each of the other members of the audit committee.  The additional cash payment was provided in recognition of the substantial time, effort and services rendered by the audit committee in connection with the Company’s restatement of prior financial results.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

DIGIMARC CORPORATION

 

 

Dated:  April 29, 2005

By:

/s/ Michael McConnell

 

 

 

Michael McConnell

 

 

Chief Financial Officer and Treasurer

 

 

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