acri_s8-022709.htm
As
filed with the Securities and Exchange Commission on March 2,
2009
Registration
No. 333-_____
UNITED
STATES
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
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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500 Newport
Center Drive
Newport
Beach, California 92660
(Address
of Principal Executive Offices)
2002
Acacia Technologies Stock Incentive Plan
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:
Mark
L. Skaist, Esq.
Stradling
Yocca Carlson & Rauth
660
Newport Center Drive, Suite 1600
Newport
Beach, CA 92660
(949)
725-4000
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer o
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Accelerated
filerþ
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Non-accelerated
filer o
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Smaller
reporting company o
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CALCULATION
OF REGISTRATION FEE
Title
of Each Class of
Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount
of
Registration
Fee (3)
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2002 Acacia
Technologies Stock Incentive Plan
Common
Stock, $0.001 par value
(options
available for future grant)
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500,000
shares
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$3.08
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$1,540,000.00
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$60.52
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2007
Acacia Technologies Stock Incentive Plan
Common
Stock, $0.001 par value
(options
available for future grant)
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617,700
shares
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$3.08
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$1,902,516.00
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$74.77
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TOTAL
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1,117,700
shares
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$135.29
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(1)
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Represents
additional shares issuable under the Registrant’s 2002 Acacia Technologies
Stock Incentive Plan and 2007 Acacia Technologies Stock Incentive Plan
(together, the “Plans”) by reason of the automatic share increase
provisions of each of the Plans. 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.
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(2)
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The
proposed maximum offering price per share is estimated solely for the
purpose of computing the amount of the registration
fee.
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(3)
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With
respect to the shares of the Registrant’s Common Stock reserved for future
issuance under the Plans, the proposed maximum offering price per share is
based on the average of the high and low sale price of $3.08 per share of
the Registrant’s Common Stock reported on the NASDAQ Global Market on
February 27, 2009 pursuant to Rule 457(c) and (h) of the Securities
Act.
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This
Registration Statement on Form S-8 registers an additional 500,000 shares of the
Registrant’s Common Stock to be issued under the Registrant’s 2002 Acacia
Technologies Stock Incentive Plan, and an additional 617,700 shares of the
Registrant’s Common Stock to be issued under the Registrant’s 2007 Acacia
Technologies Stock Incentive Plan. In accordance with General Instruction E to
Form S-8, the number of shares of common stock to be registered as set forth
above represents the number of additional shares that are issuable pursuant to
the Registrant’s 2002 Acacia Technologies Stock Incentive Plan and 2007 Acacia
Technologies Stock Incentive Plan, over and above the number of shares
previously registered. This Registration Statement shall also cover any
additional shares of common stock which become issuable under the Registrant’s
2002 Acacia Technologies Stock Incentive Plan and 2007 Acacia Technologies Stock
Incentive Plan by reason of any stock dividend, stock split, recapitalization,
or other similar transaction which results in an increase in the number of
outstanding shares of the Registrant’s Common Stock.
In
accordance with General Instruction E to Form S-8, the entire contents of the
prior Registration Statements on Form S-8 relating to shares issued under the
Plans (Commission File Nos. 333-102181; 333-109352; 333-119811; 333-127583;
333-131463; 333-140280; 333-144754 and 333-149849) are incorporated herein by
reference and made part of this Registration Statement, except as amended
hereby.
PART
II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the “SEC”) (other than current reports or
portions thereof furnished under Item 2.02 or Item 7.01 of Form
8-K):
(a) the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
2008 (filed with the SEC on February 26, 2009), which contains audited financial
statements for the Registrant’s latest fiscal year;
(b) the
Registrant’s Current Reports on Form 8-K filed with the SEC on January 5, 2009
and February 19, 2009; and
(b) the
description of the Registrant’s Common Stock contained in the Registration
Statement on Form 8-A as filed with the SEC on December 19, 2002, including any
amendment or reports filed 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 Exchange Act 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
8. Exhibits
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5.1
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Opinion
of Stradling Yocca Carlson & Rauth, a Professional
Corporation
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23.1
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Consent
of Independent Registered Public Accounting Firm Grant Thornton
LLP
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23.2
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Consent
of Independent Registered Public Accounting Firm PricewaterhouseCoopers
LLP
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23.3
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Consent
of Stradling Yocca Carlson & Rauth, a Professional Corporation
(contained in Exhibit 5.1)
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24.1
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Power
of Attorney (contained on page II-2 of this registration
statement)
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99.1
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2002 Acacia
Technologies Stock Incentive Plan*
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99.2
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2007 Acacia
Technologies Stock Incentive Plan**
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*
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Incorporated
by reference from the Registrant's Registration Statement on Form S-8
(File No. 333-102181).
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**
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Incorporated
by reference from the Registrant’s Registration Statement on Form S-8
(File No. 333-144754).
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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 27th day of February,
2009.
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ACACIA
RESEARCH CORPORATION |
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Date
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By:
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/s/ Paul
R. Ryan |
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Paul
R. Ryan |
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Chairman and Chief Executive
Officer |
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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
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Date
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/s/ Paul R. Ryan
Paul R.
Ryan
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Chief
Executive Officer and Chairman (Principal Executive Officer)
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February
27, 2009
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/s/ Clayton J. Haynes
Clayton
J. Haynes
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Chief
Financial Officer (Principal Financial and Accounting
Officer)
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February
27, 2009
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/s/ Robert L. Harris, II
Robert
L. Harris, II
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President
and Director
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February
27, 2009
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/s/ William S. Anderson
William
S. Anderson
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Director
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February
27, 2009
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/s/ Fred A. de Boom
Fred
A. de Boom
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Director
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February
27, 2009
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/s/ Edward W. Frykman
Edward
W. Frykman
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Director
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February
27, 2009
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/s/ G. Louis Graziadio, III
G. Louis
Graziadio, III
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Director
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February
27,
2009
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EXHIBIT
INDEX
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5.1
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Opinion
of Stradling Yocca Carlson & Rauth, a Professional
Corporation
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23.1
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Consent
of Independent Registered Public Accounting Firm Grant Thornton
LLP
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23.2
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Consent
of Independent Registered Public Accounting
Firm PricewaterhouseCoopers LLP
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23.3
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Consent
of Stradling Yocca Carlson & Rauth, a Professional Corporation
(contained in Exhibit 5.1)
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24.1
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Power
of Attorney (contained on page II-2 of this registration
statement)
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99.1
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2002 Acacia
Technologies Stock Incentive Plan*
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99.2
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2007 Acacia
Technologies Stock Incentive Plan**
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*
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Incorporated
by reference from the Registrant's Registration Statement on Form S-8
(File No. 333-102181).
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**
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Incorporated
by reference from the Registrant’s Registration Statement on Form S-8
(File No. 333-144754).
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