UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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)
|
May
4, 2007
|
|
Acacia
Research Corporation
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
|
000-26068
|
|
95-4405754
|
(State
or other jurisdiction
of
incorporation
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
500
Newport Center Drive, Newport Beach, CA
|
|
92660
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(Address
of principal executive offices)
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(Zip
Code)
|
Registrant's
telephone number, including area code
|
(949)
480-8300
|
|
(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):
£
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b)
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
SECTION
1
Registrant’s
Business and Operations
ITEM
1.01.
Entry
into a Material Definitive Agreement.
On
May 4,
2007, we entered into and closed a Securities Purchase Agreement with eighteen
investors for the direct, registered sale of a total of 6,780,931 units,
each
unit consisting of one (1) share of Acacia Research-CombiMatrix common stock
(AR-CombiMatrix stock) and one warrant to purchase one and one-half (1.5)
shares
of AR-CombiMatrix stock. Each warrant is exercisable at a price of $0.55
per
share until May 3, 2012. The purchase price for each unit was $0.7375 per
unit,
for an aggregate purchase price of $5,000,937, based upon the closing market
price of AR-CombiMatrix stock on May 3, 2007, of $0.55 per share. We offered
and
sold the stock pursuant to our Form S-3 registration statement declared
effective with the Commission on April 25, 2006. No commissions or other
broker
fees were paid in connection with the offering, and the offering was closed
upon
consummation of the sale on May 4, 2007. Proceeds from this offering will
be
contributed to the CombiMatrix group.
Thomas
Akin, a director of our company and CombiMatrix Corporation’s Chairman and
director, purchased 700,000 units in the offering pursuant to the Securities
Purchase Agreement, for a total purchase price of $516,250. Amit Kumar, a
director of our company and Chief Executive Officer and director of CombiMatrix
Corporation, purchased 50,000 units in the offering pursuant to the Securities
Purchase Agreement, for a total purchase price of $36,875.
Following
a split off of CombiMatrix Corporation from our company, the investors will
have
the right to require CombiMatrix Corporation to register for resale the shares
of its common stock issuable in exchange for the warrants and to keep such
registration statement effective until such shares are sold by the
investors.
The
foregoing description of the Securities Purchase Agreement is qualified in
its
entirety by reference to the Securities Purchase Agreement attached hereto
as
Exhibit 10.1 to this Report on Form 8-K and incorporated by reference
herein.
SECTION
7
REGULATION
FD DISCLOSURE
We
issued
a press release on May 7, 2007, regarding the agreement described in Item
1.01
above, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
SECTION
9
FINANCIAL
STATEMENTS AND EXHIBITS
(c)
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Exhibits.
The following exhibits are included with this Form 8-K:
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|
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4.1
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Form
of Warrant Certificate
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10.1
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Form
of Securities Purchase Agreement
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99.1
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Press
Release issued Monday, May 7, 2007
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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.
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|
|
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ACACIA
RESEARCH CORPORATION,
a
Delaware corporation
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|
|
|
Date: May
8,
2007 |
By: |
/s/ Robert
L.
Harris II |
|
|
|
Robert
L. Harris II,
President
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2