-----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, DvFIOsM08+cFcAKBakzNmZpGD9O6oQtQdbbZkBN6xjlZnXJIkgGt4bPm+DNBHsw/ /4ULflMMfA3YddknTBGnAA== 0001019687-05-002616.txt : 20050916 0001019687-05-002616.hdr.sgml : 20050916 20050916133809 ACCESSION NUMBER: 0001019687-05-002616 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-112885 FILED AS OF DATE: 20050916 DATE AS OF CHANGE: 20050916 EFFECTIVENESS DATE: 20050916 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-128367 FILM NUMBER: 051088531 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 S-3MEF 1 acacia_s3-091505.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 2005 REGISTRATION NO. 333- ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ FORM S-3 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 (I.R.S. Employer of incorporation or organization) Identification Number) 500 NEWPORT CENTER DRIVE, 7TH FLOOR NEWPORT BEACH, CALIFORNIA 92660 (949) 480-8300 (Address, including zip code, and telephone number, including area code of registrant's principal executive offices) ___________________ PAUL R. RYAN CHIEF EXECUTIVE OFFICER 500 NEWPORT CENTER DRIVE, 7TH FLOOR NEWPORT BEACH, CALIFORNIA 92660 (949) 480-8300 (Address, including zip code, and telephone number, including area code of agent for service) ___________________ Copies to: RAYMOND A. LEE, ESQ. GREENBERG TRAURIG, LLP 650 TOWN CENTER DRIVE, SUITE 1700 COSTA MESA, CALIFORNIA 92626 (714) 708-6500 ___________________ Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-112885 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE - -------------------------------------------- --------------------- ------------------- -------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED (1) AGGREGATE OFFERING OFFERING PRICE REGISTRATION FEE PRICE (1) (2) PER UNIT (3) - -------------------------------------------- --------------------- ------------------- -------------------- Acacia Research-CombiMatrix Common Stock, __ __ __ $0.001 par value per share.................. - -------------------------------------------- --------------------- ------------------- -------------------- Warrants to purchase Acacia __ __ __ Research-CombiMatrix Common Stock........... - -------------------------------------------- --------------------- ------------------- -------------------- Total....................................... $2,449,800(4) 100% $288.34 - -------------------------------------------- --------------------- ------------------- --------------------
(1) The Registrant previously registered securities having a maximum aggregate offering price of $50,000,000 on a registration statement on Form S-3 (File No. 333-112885) for which a fee of $6,335 was previously paid. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. (3) We will determine the proposed maximum offering price per unit in connection with the issuance of the new securities. (4) The securities registered hereunder may be sold separately or as units with other securities registered hereby. The aggregate amount of common stock registered hereunder is limited to that which is permissible under Rule 415(a)(4) under the Securities Act of 1933, to the extent applicable. ===================================================================== EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV to Form S-3, both as promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-112885) filed by Acacia Research Corporation with the Securities and Exchange Commission on February 17, 2004, which has been declared effective by the SEC, which and including the documents filed by Acacia Research Corporation with the SEC and incorporated or deemed to be incorporated therein, are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Acacia Research Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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, as of September 15, 2005. ACACIA RESEARCH CORPORATION By: /s/ Paul R. Ryan ------------------------------------ Paul R. Ryan Chief Executive Officer and Chairman POWER OF ATTORNEY 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 dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- * Chief Executive Officer and Chairman of the Board September 15, 2005 - ----------------------------------- (Principal Executive Officer) PAUL R. RYAN /s/ Clayton J. Haynes Chief Financial Officer (Principal Financial and September 15, 2005 - ----------------------------------- Accounting Officer) CLAYTON J. HAYNES * President and Director September 15, 2005 - ----------------------------------- ROBERT L. HARRIS * Director September 15, 2005 - ----------------------------------- THOMAS B. AKIN * Director September 15, 2005 - ----------------------------------- RIGDON CURRIE * Director September 15, 2005 - ----------------------------------- FRED A. DE BOOM * Director September 15, 2005 - ----------------------------------- EDWARD W. FRYKMAN * Director September 15, 2005 - ----------------------------------- G. LOUIS GRAZIADIO III * Director September 15, 2005 - ----------------------------------- AMIT KUMAR By: /s/ Clayton J. Haynes -------------------------------- Clayton J. Haynes Attorney-in-Fact
EXHIBIT INDEX Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index immediately precedes the exhibits. EXHIBIT NUMBER DESCRIPTION - ------ ----------- 5.1 Opinion of Greenberg Traurig, LLP 23.1 Consent of Greenberg Traurig, LLP (contained in their opinion filed as Exhibit 5.1 to this Registration Statement) 23.2 Consent of Independent Registered Public Accounting Firm 23.3 Consent of Independent Registered Public Accounting Firm 23.4 Consent of Independent Registered Public Accounting Firm EX-5.1 2 acacia_s3-ex0501.txt OPINION EXHIBIT 5.1 OPINION AND CONSENT OF GREENBERG TRAURIG, LLP September 15, 2005 Acacia Research Corporation 500 Newport Center Drive Newport Beach, California 92660 Re: Acacia Research Corporation Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Acacia Research Corporation, a Delaware corporation (the "Company"), in connection with the filing of a Registration Statement on Form S-3 (the "Registration Statement") pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offering and sale by the Company from time to time of shares of its Combimatrix Common Stock, par value $0.001 per share ("Common Stock"), of the Company (the "Shares"). The Shares are being registered for offering and sale from time to time pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act (the "Securities Act Rules"). The Registration Statement incorporates by reference the Registration Statement on Form S-3 (No. 333-112885), which was filed on February 17, 2004 and which has been declared effective by the Securities and Exchange Commission, including the prospectus which forms a part of such registration statement (the "Prospectus"), as supplemented from time to time by one or more prospectus supplements (each, a "Prospectus Supplement"). In connection with this opinion, we have examined and relied upon the originals, or copies certified to our satisfaction, of such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to certain factual matters, we have relied upon certificates of the officers of the Company and have not sought to independently verify such matters. In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents. We have also assumed that, at the time of issuance and sale, a sufficient number of shares of Common Stock is authorized and reserved or available for issuance and that the consideration for the issuance and sale of the Shares is not less than the aggregate par value of the Shares, and that, prior to any offering and sale of the Shares, the Company's board of directors (the "Board"), including any appropriate committee appointed thereby, will duly authorize the terms of and the prices at which the Shares are to be issued and sold. Our opinion herein is expressed solely with respect to the federal laws of the United States and the Delaware General Corporation Law. We express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof. On the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that, with respect to any offering of the Shares, if (i) the Registration Statement has become effective; (ii) the Prospectus and any Prospectus Supplement(s) required by applicable laws have been delivered as required by such laws; (iii) the Shares are to be sold pursuant to a purchase, underwriting or similar agreement, such purchase, underwriting or similar agreement has been duly authorized, executed and delivered by the Company and the other parties thereto and has become a valid and binding agreement of the Company; (iv) the Board, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of the Shares and related matters; and (v) the terms of the Shares and of their issuance and sale have been duly established in conformity with the operative certificate of incorporation and bylaws of the Company and the Delaware General Corporation Law so as not to violate any applicable law, the operative certificate of incorporation or bylaws of the Company or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, then the Shares, when issued and sold in accordance with a duly authorized, executed and delivered purchase, underwriting or similar agreement, will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus included in the Registration Statement. Very truly yours, /s/ Greenberg Traurig, LLP Greenberg Traurig, LLP EX-23.2 3 acacia_s3-ex2302.txt CONSENT EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 14, 2005 relating to the financial statements, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Acacia Research Corporation, which appears in Acacia Research Corporation's Annual Report on Form 10-K for the year ended December 31, 2004. /s/ PricewaterhouseCoopers LLP Los Angeles, California September 15, 2005 EX-23.3 4 acacia_s3-ex2303.txt CONSENT EXHIBIT 23.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 14, 2005 relating to the financial statements of Acacia Technologies Group (a division of Acacia Research Corporation), which appears in Acacia Research Corporation's Annual Report on Form 10-K for the year ended December 31, 2004. /s/ PricewaterhouseCoopers LLP Los Angeles, California September 15, 2005 EX-23.4 5 acacia_s3-ex2304.txt CONSENT EXHIBIT 23.4 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 14, 2005 relating to the financial statements of CombiMatrix Group (a division of Acacia Research Corporation), which appears in Acacia Research Corporation's Annual Report on Form 10-K for the year ended December 31, 2004. /s/ PricewaterhouseCoopers LLP Los Angeles, California September 15, 2005 -----END PRIVACY-ENHANCED MESSAGE-----