acacia_8k-060308.htm
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): June 3, 2008
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.)
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500
Newport Center Drive
Newport
Beach, California
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92660
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(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (949) 480-8300
Not
applicable
(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))
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Item
3.03. Material Modification to Rights of Security
Holders.
On June
3, 2008, Acacia Research Corporation (“Acacia”) filed with the Secretary of
State of the State of Delaware an Amended and Restated Certificate of
Incorporation (the “Restated Certificate”). Acacia’s Board of
Directors previously adopted, subject to stockholder approval, resolutions
approving the Restated Certificate and the Restated Certificate was approved by
the holders of a majority of Acacia’s issued and outstanding shares of capital
stock at Acacia’s Annual Meeting of Stockholders held on May 20,
2008. The proposal to approve the Restated Certificate was discussed
in Acacia’s definitive proxy statement filed with the U.S. Securities and
Exchange Commission on April 21, 2008.
Prior to
filing the Restated Certificate, Acacia’s Certificate of Incorporation provided
for two classes of common stock, Acacia Research-Acacia Technologies common
stock (“AR-Acacia Technologies stock”) and Acacia Research-CombiMatrix common
stock (“AR-CombiMatrix stock”), even though only AR-Acacia Technologies stock
was outstanding. The Restated Certificate eliminated all references
to AR-CombiMatrix stock including the elimination of dividend, distribution,
conversion, redemption, voting, and liquidation rights of AR-CombiMatrix
stock. In addition, under the Restated Certificate, the name of
AR-Acacia Technologies stock was changed to “common stock” and such class of
stock became the only class of common stock. Additionally, under the
Restated Certificate, AR-Acacia Technologies stock is no longer subject to
conversion to AR-CombiMatrix stock or redemption to effect a split off because
these terms were unique to the tracking stock that has been eliminated in the
Restated Certificate. Because AR-Acacia Technologies stock is now the
only existing class of common stock, the Restated Certificate also eliminated
the equation necessary to calculate the voting rights of AR-Acacia Technologies
stock and provides that each share of common stock will be entitled to one
vote. Furthermore, under the Restated Certificate, in the event of
any liquidation, dissolution, or winding up of Acacia, the holders of shares of
Acacia’s common stock, subject to the rights of the holders of preferred stock
and creditors, are entitled to receive a portion of the remaining assets and
funds of Acacia in proportion to the number of shares of common stock held by
them. Previously, under the original Certificate of Incorporation, in
the event of Acacia’s liquidation, dissolution or winding up, the holders of
AR-Acacia Technologies stock were entitled to receive an amount that was based
primarily on the ratio of the average market value of a share of AR-Acacia
Technologies stock to the average market value of a share of AR-CombiMatrix
stock.
The
foregoing description of the Restated Certificate does not purport to be
complete and is qualified in its entirety by reference to the Restated
Certificate, a copy of which is filed as Exhibit 3 to this Current Report on
Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
|
Description
|
|
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3
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Amended
and Restated Certificate of Incorporation, filed with the Secretary of
State of the State of Delaware on June 3,
2008
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SIGNATURE
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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ACACIA RESEARCH
CORPORATION |
|
|
|
|
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Date:
June 5, 2008
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By:
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/s/ Paul
R. Ryan |
|
|
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Name: Paul
R. Ryan |
|
|
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Title:
Chairman and Chief Executive Officer |
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|
|
|
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EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
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3
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Amended
and Restated Certificate of Incorporation, filed with the Secretary of
State of the State of Delaware on June 3,
2008
|