-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A8zllX94VAMES2cN7UtnFv8kr+cWvyfPd1DzttdDgc8n9LRHVNpFbz49hEitwai4 d3CgczUrS4/ieyh1scBWfw== /in/edgar/work/20000721/0000902595-00-000092/0000902595-00-000092.txt : 20000921 0000902595-00-000092.hdr.sgml : 20000920 ACCESSION NUMBER: 0000902595-00-000092 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000721 EFFECTIVENESS DATE: 20000721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACACIA RESEARCH CORP CENTRAL INDEX KEY: 0000934549 STANDARD INDUSTRIAL CLASSIFICATION: [6282 ] IRS NUMBER: 954405754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42024 FILM NUMBER: 677034 BUSINESS ADDRESS: STREET 1: 55 SOUTH LAKE AVE STREET 2: STE B CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6264496431 MAIL ADDRESS: STREET 1: 12 S RAYMOND AVENUE STREET 2: SUITE B CITY: PASADENA STATE: CA ZIP: 91105 S-8 1 0001.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 21, 2000. Registration No. 333-22197 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 95-4405754 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 South Lake Avenue Pasadena, California 91101 (Address of principal executive offices) Acacia Research Corporation 1996 Stock Option Plan (Full title of the plan) Victoria White, Esq. Vice President, Legal Affairs 55 South Lake Avenue Pasadena, California 91101 (626) 396-8300 (Name, address, and telephone number, including area code, of agent for service) ___________________ COPY TO John A. Laco, Esq. O'Melveny & Myers LLP 400 South Hope Street Los Angeles, California 90071-2889 (213) 430-6000 CALCULATION OF REGISTRATION FEE
===================================================================================================== Proposed maximum Proposed maximum Amount of Title of securities to be Amount to be offering price aggregate offering Registration Filing registered registered per unit price fee Fee - ----------------------------------------------------------------------------------------------------- Common Stock, $.001 3,000,000<1> $28<2> $84,000,000<2> $<2> $22,176 par value ===================================================================================================== <1> This Registration Statement covers, in addition to the number of shares of Common Stock stated above, options and other rights to purchase or acquire the shares of Common Stock covered by the Prospectus and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), an additional indeterminate number of shares, options and rights, which by reason of certain events specified in the Acacia Research Corporation 1996 Stock Option Plan (the "Plan") may become subject to the Plan. <2> Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on July 17, 2000, as reported on the Nasdaq National Market System and published in the Western Edition of the Wall Street Journal.
The Exhibit Index for this Registration Statement is at page 5. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to optionees as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The following documents of Acacia Research Corporation (the "Company") filed with the Commission are incorporated herein by reference: (a) the Registration Statement on Form S-8 of the Company relating to the Plan filed with the Commission on February 21, 1997 (registration number 333-22197); and (b) the Registration Statement on Form S-8 of the Company relating to the Plan filed with the Commission on August 28, 1998 (registration number 333-62389), as amended. Item 5. Interests of Named Experts and Counsel Not applicable. Item 8. Exhibits See the attached Exhibit Index. SIGNATURES Pursuant to the requirements of the Securities Act, 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 Pasadena, State of California, on July 19, 2000. ACACIA RESEARCH CORPORATION By: /s/ Paul R. Ryan -------------------------- Paul R. Ryan Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Paul R. Ryan, Peter Frank and Victoria White, or any of them individually, as his or her true and lawful attorney-in- fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them individually, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ----- /s/ Paul R. Ryan Chairman of the Board and July 19, 2000 - ----------------------- Chief Executive Officer Paul R. Ryan (Principal Executive Officer) /s/ Robert L. Harris II President and Director July 19, 2000 - ---------------------- Robert L. Harris II /s/ Peter Frank Chief Financial Officer July 20, 2000 - ----------------------- and Chief Operating Peter Frank Officer (Principal Financial Officer) /s/ Mary Rose Colonna Vice President, Finance July 19, 2000 - ----------------------- and Controller (Principal Mary Rose Colonna Accounting Officer) /s/ Fred A. de Boom Director July 20, 2000 - ---------------------- Fred A. de Boom /s/ Gerald Knudson Director July 20, 2000 - ---------------------- Gerald Knudson EXHIBIT INDEX Exhibit Number Description - -------- ----------- 4.1 Acacia Research Corporation 1996 Stock Option Plan (as amended) (1). 4.2 Form of Employee Incentive Stock Option Agreement. (2) 4.3 Form of Employee Nonqualified Stock Option Agreement. (2) 4.4 Form of Non-Employee Director Nonqualified Stock Option Agreement. (3) 5.1 Opinion of Counsel regarding the legality of the common stock to be issued. 23.1 Consent of Independent Auditors. 23.2 Consent of Counsel (included in Exhibit 5.1). 24.1 Powers of Attorney (included in this Registration Statement on page S-1). (1) Previously filed and incorporated by reference as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the Commission on April 20, 2000 (file number 000-26068). (2) Previously filed and incorporated by reference from the Company's Registration Statement on Form S-8 filed with the Commission on February 21, 1997 (registration number 333-22197), as amended. (3) Previously filed and incorporated by reference from the Company's Registration Statement on Form S-8 filed with the Commission on August 28, 1998 (registration number 333-62389), as amended. EX-5.1 2 0002.txt OPINION OF COUNSEL July 20, 2000 Acacia Research Corporation 55 South Lake Avenue Pasadena, California 91101 Re: Registration Statement on Form S-8 Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement') to be filed by Acacia Research Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 3,000,000 shares of the Company's Common Stock, $.001 par value, to be issued pursuant to the Company's 1996 Stock Option Plan, as amended (the "Plan"). We have examined the proceedings heretofore taken and to be taken in connection with the authorization of the Plan and the Common Stock to be issued pursuant to and in accordance with the Plan. Based upon such examination and upon such matters of fact and law as we have deemed relevant, we are of the opinion that the Common Stock has been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with such authorization, the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the Plan will be validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Respectfully submitted, /s/ O'MELVENY & MYERS LLP EX-23.1 3 0003.txt CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 25, 2000, except for note 10, as to which the date is March 20, 2000 relating to the financial statements and financial statement schedules, which appears in Acacia Research Corporation's Annual Report on Form 10-K for the year ended December 31, 1999. PricewaterhouseCoopers LLP Los Angeles, California July 18, 2000 -----END PRIVACY-ENHANCED MESSAGE-----