-----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, ChH5j+u3AG2HJlJ03QsCdTouBe2e1x+uLYPkvBxdhsa7Kf+Ssa9nyG6aguCqUpkv 7d8nZU//U4+j+QFjDoZ3Jw== 0001019687-05-001764.txt : 20050630 0001019687-05-001764.hdr.sgml : 20050630 20050630081927 ACCESSION NUMBER: 0001019687-05-001764 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050614 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACACIA RESEARCH CORP CENTRAL INDEX KEY: 0000934549 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 954405754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26068 FILM NUMBER: 05926726 BUSINESS ADDRESS: STREET 1: 500 NEWPORT CENTER DRIVE STREET 2: 7TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9494808300 MAIL ADDRESS: STREET 1: 500 NEWPORT CENTER DRIVE STREET 2: # CITY: NEWPORT BEACH STATE: CA ZIP: 92660 8-K 1 acacia_8k-062705.txt 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) June 14, 2005 ----------------------------- Acacia Research Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-26068 95-4405754 - -------------------------------- ------------------ ----------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation File Number) Identification No.) 500 Newport Center Drive, Newport Beach, CA 92660 - ----------------------------------------------------- ----------------------- (Address of principal executive offices) (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 9 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are included with this Form 8-K: 1.1 vFinance Investments, Inc. Finder's Agreement 1.2 Waterford Capital Incorporated, Finder's Agreement 1.3 Brean Murray & Co., Inc. Finder's Agreement 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. ACACIA RESEARCH CORPORATION, a Delaware corporation Date: June 30, 2005 By: /s/ Paul R. Ryan ------------------------------------ Paul R. Ryan, Chairman and Chief Executive Officer EX-1.1 2 acacia_8k-ex0101.txt VFINANCE INVESTMENTS, INC. FINDER'S AGREEMENT EXHIBIT 1.1 [vFinance Investments, Inc. logo] FINDER'S AGREEMENT FINDER'S AGREEMENT dated as of June 14, 2005 (this "Agreement") by and between Combimatrix Corporation (the "Company") and vFinance Investments, Inc. (the "Finder"). WHEREAS, the Finder has organized a series of meetings between the Company and various Institutional Investors ("Targets") as described in Section 3 below with the main objective of increasing the Company's visibility among investors and identifying potential sources of financing for the Company. These meetings are free of cost for the Company and the Company has the right to accept and/or reject the meetings scheduled by the Finder. NOW THEREFORE, for good and valuable consideration the parties hereto agree as follows: 1. In the event the Company receives financing of any form from the Institutional Investors ("Targets") listed below, their subsidiaries, partners, and/or related parties (individually or collectively, a "Transaction"), for a period of 12 months from the date of this Agreement, the Company shall pay the Finder a five percent (5%) fee on any form of equity funding and/or one percent (1%) fee on any form of debt funding with respect to a Transaction. The fee is calculated by applying the above mentioned rate to the Aggregate Consideration (as defined in Section 2 below) in a Transaction, and it is due within 30 days of each such Transaction. 2. Aggregate Consideration is defined and computed as the total proceeds paid by the targets to the Company in connection with a Transaction. 3. Targets: Redacted 4. The Finder assumes no obligations, other than to identify said Target(s) and organize meetings for the Company. The Finder does not undertake any other duties beyond the same, nor shall it obtain or assemble any information, render any analytical support or inputs or spend any time in furtherance of this Agreement beyond what has been described herein. 5. The Company shall provide to the Finder full, timely, complete and accurate information regarding any Transaction that is completed with any of the Target (s) that were introduced by the Finder. 6. The Finder hereby represents and warrants that it is a broker-dealer registered under the United States Securities Act of 1933, as amended, and regulations thereunder, as well as applicable state securities laws and regulations. The Finder further represents and warrants that its activities in connection with this Agreement shall be in accordance with and in compliance with such laws and regulations. 7. Any controversy or claim arising out of, or relating to, this Agreement, to the making, performance, or interpretation of it, shall be settled by arbitration in New York, New York, or as otherwise mutually agreed upon by the parties, under the commercial arbitration rules of the American Arbitration Association then existing, and any judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall recover reasonable attorney's fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. IN WITNESS WHEREOF, the parties' duly authorized agents hereto have executed this Finder's Agreement on the day and year first above written. VFINANCE INVESTMENTS, INC. COMBIMATRIX CORPORATION By:______________________________ By:_______________________________ Name: Jonathan C. Rich Name: Title: EVP - Investment Banking Title: Date: Date: EX-1.2 3 acacia_8kex1-2.txt WATERFORD CAPITAL INC., FINDER'S AGREEMENT EXHIBIT 1.2 Acacia Research Corporation made an oral agreement with Waterford Capital Incorporated, a Texas corporation, as follows: Acacia Research Corporation (the "Company "). The Company shall pay to Waterford Capital Incorporated, a Texas corporation (the "Finder"), five percent (5%) of the gross proceeds received by the Company from the sale of any equity of the Company made on or before June 29, 2005, to any purchaser first introduced to the Company by the Finder. EX-1.3 4 acacia_8kex1-3.txt BREAN MURRAY & CO., FINDER'S AGREEMENT EXHIBIT 1.3 Acacia Research Corporation made an oral agreement with Brean Murray & Co., Inc. a New York corporation, as follows: Acacia Research Corporation (the "Company "). The Company shall pay to Brean Murray & Co., Inc. a New York corporation (the "Finder"), five percent (5%) of the gross proceeds received by the Company from the sale of any equity of the Company made on or before June 29, 2005 to any purchaser first introduced to the Company by the Finder. -----END PRIVACY-ENHANCED MESSAGE-----