Acacia Research Corporation
As
filed with the Securities and Exchange Commission on July 20,
2007
Registration
No. 333- _____________
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
_______________
ACACIA
RESEARCH CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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95-4405754
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
Identification
Number)
|
500 Newport
Center Drive
Newport
Beach, California 92660
(Address
principal executive offices)
2007
Acacia Technologies Stock Incentive Plan
(Full
Titles of the Plans)
Paul R.
Ryan
Chairman
and Chief Executive Officer
500 Newport
Center Drive
Newport
Beach, California 92660
(Name
and Address of Agent for Service)
(949) 480-8300
(Telephone
Number, Including Area Code, of Agent for Service)
Copies
to:
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of
Securities
to be Registered
|
Amount
to be
Registered
(1)
|
Proposed
Maximum
Offering
Price
Per
Share (2)
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
Amount
of
Registration
Fee (3)
|
2007 Acacia
Technologies Stock Incentive Plan
Acacia
Research - Acacia Technologies Common Stock, $0.001 par value
|
560,000
shares
|
$15.495
|
$8,677,200
|
$266.39
|
________________
(1)
|
Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any additional
shares
of Common Stock attributable to these registered shares which become
issuable under the Plans by reason of any stock dividend, stock
split,
recapitalization or other similar transaction effected without
the
Registrant’s receipt of consideration which results in an increase in the
number of the outstanding shares of the Registrant’s Common
Stock.
|
|
|
(2)
|
The
proposed maximum offering price per share is estimated solely for
the
purpose of computing the amount of the registration fee .
|
|
|
(3)
|
The
proposed maximum offering price per share is based on the average
of the
high and low sale price of $15.495 per share of the Acacia Research
-
Acacia Technologies Common Stock reported on the Nasdaq National
Market on
July 19, 2007 pursuant to Rule 457(c) and (h) of the Securities
Act.
|
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM
1. PLAN INFORMATION
All
information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the “Securities Act”), and the Note to
Part I of Form S-8.
ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
All
information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS
BY REFERENCE
The
following documents, which have been filed by Acacia Research Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission"),
are incorporated by reference in this registration statement:
(a)
The
Registrant's Annual Report on Form 10-K for the fiscal year ended December
31,
2006 (filed on March 14, 2007) (File No. 000-26068-07694438), which contains
audited financial statements for the latest fiscal year.
(b)
|
The
following reports filed pursuant to Section 13(a) or 15(d) of the
Exchange
Act since the end of the Registrant's fiscal year ended December
31,
2006:
|
The
Registrant's Amended Report on Form 10-Q/A for the quarter ended June 30, 2006,
as filed with the Commission on April 6, 2007;
The
Registrant's Amended Report on Form 10-Q/A for the quarter ended June 30, 2006,
as filed with the Commission on June 5, 2007;
The
Registrant’s Report on Form 8-K as filed with the Commission on April 4,
2007;
The
Registrant’s Prospectus on Form 424(b)(5) as filed with the Commission on May 7,
2007;
The
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
2007,
as filed with the Commission on May 8, 2007;
The
Registrant’s Report on Form 8-K as filed with the Commission on May 9,
2007;
The
Registrant’s Report on Form 8-K/A as filed with the Commission on May 9,
2007;
The
Registrant’s Report on Form 8-K as filed with the Commission on on June 11,
2007;
The
Registrant’s Report on Form 8-K as filed with the Commission on June 15,
2007
(c)
The
description of the Registrant's Acacia Research-Acacia Technologies common
stock
contained in the Registration Statement on Form 8-A as filed with the Commission
on December 19, 2002 and any amendment or report filed with the Commission
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 Securities Exchange Act of 1934 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 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
Section
145 of the Delaware General Corporation Law provides that a corporation may
indemnify directors and officers as well as other employees and individuals
against expenses (including attorneys' fees), judgments, fines and amounts
paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation-a derivative action), if they acted in
good faith and in a manner they reasonably believed to be in or not opposed
to
the best interests of the corporation and, with respect to any criminal action
or proceedings, had no reasonable cause to believe their conduct was
unlawful.
A
similar
standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's certificate of
incorporation, bylaws, disinterested director vote, stockholder vote, agreement
or otherwise.
As
permitted by Section 145 of the Delaware General Corporation Law, Article VII
of
the Registrant's restated certificate of incorporation provides:
No
person
shall be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, including without limitation
for serving on a committee of the Board of Directors, except to the extent
such
exemption from liability or limitation thereof is not permitted under the DGCL
as the same exists or hereafter may be amended. If the DGCL is amended after
the
date of the filing of this Certificate of Incorporation to authorize corporate
action further eliminating or limiting the personal liability of directors,
then
the liability of a director of the Corporation shall be eliminated or limited
to
the fullest extent permitted by the DGCL as so amended. Any amendment, repeal
or
modification of this Article VII shall not adversely affect any right or
protection of a director of the Corporation existing hereunder with respect
to
any act or omission occurring prior to such amendment, repeal or
modification.
The
Registrant has purchased insurance on behalf of any person who is or was a
director, officer, employee or agent of the Registrant, or is or was serving
at
the request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Registrant
would have the power to indemnify him against such liability under the
provisions of the Registrant's restated certificate of
incorporation.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable.
ITEM
8. EXHIBITS
Exhibit
Number
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Exhibit
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5.1
|
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Opinion
of Greenberg Traurig LLP
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23.1
|
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Consent
of Independent Registered Public Accounting Firm regarding Acacia
Research
Corporation
|
23.2
|
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Consent
of Independent Registered Public Accounting Firm regarding Acacia
Technologies Group
|
23.3
|
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Consent
of Independent Registered Public Accounting Firm regarding CombiMatrix
Group
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23.4
|
|
Consent
of Greenberg Traurig LLP (contained in Exhibit 5.1)
|
24.1
|
|
Power
of Attorney (contained on page II-2 of this registration
statement)
|
99.1
|
|
2007 Acacia
Technologies Stock Incentive Plan
|
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 this 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 a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not previously disclosed
in
the Registration Statement or any material change to such information in the
Registration Statement; provided, however, that clauses (1)(i) and
(1)(ii) shall not apply if the information required to be included in a
post-effective amendment by those clauses 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 Securities Exchange Act of 1934
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; and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
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
that is incorporated by reference into this Registration Statement 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.
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 indemnification provisions summarized in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Securities
& 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.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 the City of
Newport Beach, State of California, on the 20th day of July,
2007.
ACACIA
RESEARCH CORPORATION
By:
/s/
Paul R.
Ryan
Paul R.
Ryan
Chairman
and Chief Executive Officer
POWER
OF ATTORNEY
The
undersigned directors and officers of Acacia Research Corporation hereby
constitute and appoint Paul R. Ryan and Clayton J. Haynes and each of them,
as his true and lawful attorneys-in-fact and agents, with full power to act
without the other and with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities to sign any
and
all amendments (including post-effective amendments) to this registration
statement, and new registration statements relating to this Form S-8, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do
and perform each and every act and thing requisite and necessary to be done
in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute
or
substitutes, 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 date
indicated.
Signature
|
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Title
|
|
Date
|
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|
|
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/s/
Paul R. Ryan
Paul R. Ryan
|
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Chief
Executive Officer and Chairman (Principal Executive
Officer)
|
|
July
20, 2007
|
|
|
|
|
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/s/
Clayton J. Haynes
Clayton
J. Haynes
|
|
Chief
Financial Officer (Principal Financial and Accounting
Officer)
|
|
July
20, 2007
|
|
|
|
|
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/s/
Robert L. Harris, II
Robert
L. Harris, II
|
|
President
and Director
|
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July
20, 2007
|
|
|
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|
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/s/
Thomas B. Akin
Thomas
B. Akin
|
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Director
|
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July
20, 2007
|
|
|
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/s/
Rigdon Currie
Rigdon
Currie
|
|
Director
|
|
July
20, 20077
|
|
|
|
|
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/s/
Fred A. de Boom
Fred
A. de Boom
|
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Director
|
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July
20, 2007
|
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/s/
Edward W. Frykman
Edward
W. Frykman
|
|
Director
|
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July
20, 2007
|
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/s/
G. Louis Graziadio, III
G. Louis
Graziadio, III
|
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Director
|
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July
20, 2007
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/s/
Amit Kumar
Amit Kumar
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Director
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July
20, 2007
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EXHIBIT
INDEX
Exhibit
Number
|
|
Exhibit
|
5.1
|
|
Opinion
of Greenberg Traurig, LLP
|
23.1
|
|
Consent
of Independent Registered Public Accounting Firm regarding Acacia
Research
Corporation
|
23.2
|
|
Consent
of Independent Registered Public Accounting Firm regarding Acacia
Technologies Group
|
23.3
|
|
Consent
of Independent Registered Public Accounting Firm regarding CombiMatrix
Group
|
23.4
|
|
Consent
of Greenberg Traurig, LLP (contained in Exhibit 5.1)
|
24.1
|
|
Power
of Attorney (contained on page II-2 of this registration
statement)
|
99.1
|
|
2007
Acacia Technologies Stock Incentive
Plan
|