As filed with the Securities and Exchange Commission on
February 21, 1997.
Registration No. ________
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)
___________________
California 95-440574
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12 South Raymond Avenue, Pasadena, California 91105
(Address of principal executive offices)
ACACIA RESEARCH CORPORATION 1996 STOCK OPTION PLAN
(Full title of the plan)
Ms. Kathryn King-Van Wie
Secretary and Chief Operating Officer
12 South Raymond Avenue, Pasadena, California 91105
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(818) 449-6431
___________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title Of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
Common Stock, 250,000<1> $6.875<2> $1,718,750.00<2> $521.00<2>
no par value shares
__________
<FN>
<F1> This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options to
purchase the shares of Common Stock covered by the
Prospectus and, pursuant to Rule 416, an additional
indeterminate number of shares which by reason of certain
events specified in the Plan may become subject to the
Plan.
<F2> 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 February 14, 1997, as
reported on the NASDAQ National Market System and
published in The Western Edition of The Wall Street
Journal.
</FN>
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 of 1933, as amended
(the "Act"). Such documents need not be filed with the
Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the 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 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 Securities and
Exchange Commission are incorporated herein by reference:
(a) Annual Report on Form 10-KSB for the Company's fiscal
year ended December 31, 1995;
(b) Quarterly Reports on Form 10-Q for the Company's
quarterly periods ended March 31, 1996, June 30, 1996,
and September 30, 1996; and
(c) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on
May 11, 1995, and Amendment No. 1 to Form 8-A on Form
8-A/A filed with the Securities and Exchange
Commission on June 5, 1995, and any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), 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 the prospectus
and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document,
all or a portion of which is 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 other subsequently filed document which also is or 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
amended, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, no par value (the "Common
Stock"), is registered pursuant to Section 12 of the Exchange
Act, and, therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation contain a
provision which eliminates the liability of directors for
monetary damages to the fullest extent permissible under
California law. The General Corporation Law of California
(the "Law") (i) authorizes the elimination of liability of
directors for monetary damages in an action brought by a
shareholder in the right of the Company (referred to herein as
a "derivative action") or by the Company for breach of a
director's duties to the Company and its shareholders and
(ii) authorizes the Company to indemnify directors and
officers for monetary damages for all acts or omissions
committed by them in their respective capacities; provided,
however, that liability is not limited nor may indemnification
be provided for (a) acts or omissions that involve intentional
misconduct or knowing and culpable violation of law, (b) for
acts or omissions that a director or officer believes to be
contrary to the best interests of the Company or its
shareholders or that involve the absence of good faith on the
part of a director or officer seeking indemnification, (c) for
any transaction from which a director or officer derives an
improper personal benefit, (d) for acts or omissions that show
a reckless disregard for the director's or officer's duty to
the Company or its shareholders in circumstances in which such
person was aware, or should have been aware, in the ordinary
course of performing his duties, of a risk of serious injury
to the Company or its shareholders, (e) for acts or omissions
that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's or officer's duty
to the Company or its shareholders, and (f) for liabilities
arising under Section 310 (contracts in which a director has
a material financial interest) and 316 (certain unlawful
dividends, distributions, loans and guarantees) of the Law.
In addition, the Company may not indemnify directors and
officers in circumstances in which indemnification is
expressly prohibited by Section 317 of the Law.
The bylaws of the Company provide that the Company has
the power to indemnify directors and officers to the fullest
extent permitted under California law and the Company's
Articles of Incorporation. The Company has entered into
indemnification agreements with its directors and officers
which require that the Company indemnify such directors and
officers in all cases to the fullest extent permitted by
applicable provisions of the Law. The Company also maintains
a directors' and officers' liability insurance policy insuring
directors and officers of the Company for covered losses as
defined in the policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities
Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus
any facts or events arising after the effective
date of the Registration Statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that
are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any
liability under the Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
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 Pasadena, State of California, on
February 18, 1997.
By: /s/ Paul R. Ryan
Paul R. Ryan
Its: President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints R. Bruce Stewart, his true and lawful attorney-
in-fact and agent, with full powers 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 to file the same, with all exhibits thereto,
and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, each acting alone, 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
attorney-in-fact and agent, 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 below by the
following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
/s/ Paul R. Ryan President and Chief February 18, 1997
Paul R. Ryan Executive Officer
(Principal Executive Officer)
/s/ R. Bruce Stewart Chief Financial Officer and February 18, 1997
R. Bruce Stewart Chairman of the Board (Principal
Financial and Accounting Officer)
/s/ Brooke P. Anderson Vice President, Research and February 18, 1997
Brooke P. Anderson Development and Director
/s/ Fred A. de Boom Director<1> February 18, 1997
Fred A. de Boom
/s/ Edward W. Frykman Director<1> February 18, 1997
Edward W. Frykman
___________________________________________
<1>Member of Compensation Committee
EXHIBIT INDEX
Exhibit
Number Description
4.1 Acacia Research Corporation 1996 Stock Option Plan.
4.2 Form of Employee Incentive Stock Option Agreement.
4.3 Form of Employee Nonstatutory Stock Option Agreement.
5. Opinion of O'Melveny & Myers LLP (opinion re
legality).
23.1 Consent of Finocchiaro & Co.
23.2 Consent of O'Melveny & Myers LLP (included in
Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").