SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 6, 1997
ACACIA RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
California 0-26068 95-440574
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
No.)
incorporation)
12 South Raymond Avenue, Pasadena, California 91105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (818)
449-6431
(Former name or former address, if changed since last report.)
Not applicable.
Item 2. Acquisition or Disposition of Assets
On July 6, 1997, Acacia Research Corporation ("Registrant")
purchased from H. Lee Browne ("Browne") and David H. Schmidt
("Schmidt") a total of 2,625,000 shares (the "Soundview Shares")
of common stock, $.001 par value per share, of Soundview
Technologies Incorporated, a Delaware corporation ("Soundview"),
pursuant to the terms of a Common Stock Purchase Agreement among
Registrant, Browne and Schmidt dated July 6, 1997 (a copy of
which is attached hereto as Exhibit 2.1). The Soundview Shares
represent 35% of the outstanding capital stock of Soundview. As
a result of the transaction, Registrant now owns approximately
51% of the outstanding common stock of Soundview. Soundview
holds a patent relating to audio and video blanking technology
(commonly referred to as "V-chip" technology) and proprietary
technology relating to the telecommunications field. Soundview
has developed the V Chip Converter to enable audio and video
blanking to be performed on televisions which do not themselves
contain V-chip technology.
The purchase price for the Soundview Shares consisted of a
total of 400,000 shares of common stock of Registrant, $500,000
in cash and the issuance of non-recourse promissory notes to
Browne and Schmidt in the aggregate principal amount of $900,000
(the "Notes"). A portion of the proceeds of a private offering of
equity securities (common stock and warrants) of Registrant
completed in June 1997 was used to fund the cash component of the
transaction. The Notes are due and payable on November 1, 1997
and bear interest at the rate of 6.07% per annum. The Notes are
secured by a pledge of 843,750 shares (in the aggregate) of
Soundview common stock pursuant to two Pledge Agreements between
Registrant on the one hand, and each of Browne and Schmidt on the
other, dated as of July 6, 1997 (the "Pledge Agreements"). (The
Notes and the Pledge Agreements are attached hereto as Exhibits
2.2 and 2.3, respectively.) The purchase price was determined by
negotiations among the parties and is based upon estimates of the
business potential and risk of Soundview.
Pursuant to the Common Stock Purchase Agreement, Registrant,
Browne and Schmidt entered into an Amended and Restated
Stockholders' Agreement (which is attached hereto as Exhibit 2.4)
to provide for elections of directors and other matters relating
to Soundview. In addition, as part of the transaction, Soundview
entered into five year employment agreements with each of Browne
and Schmidt (such Employment Agreements are attached hereto as
Exhibit 2.5). Also, Registrant agreed to promptly file and
maintain a registration statement with the Securities and
Exchange Commission covering the proposed resale of shares of
Registrant's common stock by Browne and Schmidt.
Browne was and remains the President and Chief Executive
Officer of Soundview. Browne is also the Chief Executive Officer
and majority owner of Greenwich Information Technologies LLC, an
entity in which Registrant has a substantial minority ownership
interest. Schmidt was and remains the Vice President and
Director of Technology of Soundview.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Audited financial information. Financial
statements for the year ended December 31, 1996,
and independent auditor's report for 1996. It is
impracticable for the Registrant to file audited
financial information for 1996 at the time of
filing of this Current Report. Registrant will
file such audited financial information as soon as
practicable, but in no event later than 60 days
from July 21, 1997.
(b) Pro forma financial information. It is
impracticable for Registrant to file pro forma
financial information at the time of filing of
this Current Report. Registrant will file such
pro forma financial information as soon as
practicable, but in no event later than 60 days
from July 21, 1997.
(c) Exhibits
2.1 Common Stock Purchase Agreement dated July 6,
1997, among Acacia Research Corporation, H.
Lee Browne and David H. Schmidt.
2.2 Form of Non-Recourse Promissory Note of
Acacia Research Corporation in favor of each
of H. Lee Browne and David H. Schmidt.
2.3 Form of Pledge Agreement between Acacia
Research Corporation and each of H. Lee
Browne and David H. Schmidt.
2.4 Amended and Restated Stockholders' Agreement
among Acacia Research Corporation, Soundview
Technologies Incorporated, H. Lee Browne and
David H. Schmidt dated July 6, 1997.
2.5 Form of Employment Agreement between
Soundview Technologies Incorporated and each
of H. Lee Browne and David H. Schmidt.
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 thereunto duly authorized.
ACACIA RESEARCH CORPORATION
/S/ PAUL R. RYAN
By: Paul R. Ryan
President and Chief Executive
Officer
DATED: July 21, 1997