FILED PURSUANT TO RULE 424(B)(5)
REGISTRATION NO. 333-112885
SUPPLEMENT
TO PROSPECTUS DATED MARCH 17, 2004
100,000 SHARES
[ACACIA LOGO]
100,000 SHARES OF
ACACIA RESEARCH-COMBIMATRIX COMMON STOCK
Acacia Research Corporation is offering 100,000 shares of its Acacia
Research-CombiMatrix common stock. The Acacia Research-CombiMatrix common stock
is intended to reflect the performance of Acacia Research Corporation's
CombiMatrix group. Holders of Acacia Research-CombiMatrix common stock, however,
are common stockholders of Acacia Research Corporation and are subject to all of
the risks of an equity investment in Acacia Research Corporation and all of its
businesses, assets and liabilities.
Our Acacia Research-CombiMatrix common stock is traded on the Nasdaq National
Market under the ticker symbol "CBMX." The last reported sales price of our
Acacia Research-CombiMatrix common stock on June 29, 2005, was $2.43 per share.
In connection with this offering, we will pay fees to certain finders. See "Plan
of Distribution" beginning on page 2 of this prospectus supplement for more
information regarding these arrangements.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 1 OF THIS PROSPECTUS SUPPLEMENT.
PER SHARE TOTAL
Offering Price $2.25 $225,000
Finder's Fees $0.1125 $ 11,250
Proceeds, before expenses to us $213,750
We estimate the total expenses of this offering, excluding the finders' fees,
will be approximately $1,000. The finders are not required to sell any specific
number or dollar amount of the shares of Acacia Research-CombiMatrix common
stock offered by this offering, but will use best efforts to sell the shares of
Acacia Research-CombiMatrix common stock offered.
We expect that delivery of the shares of Acacia Research-CombiMatrix common
stock being offered under this prospectus supplement will be made to investors
on or about July 5, 2005. Because there is no minimum offering amount required
as a condition to closing in this offering, the actual public offering amount,
finders' fees and net proceeds to us, if any, in this offering are not presently
determinable and may be substantially less than the total offering amounts set
forth above.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is June 30, 2005
TABLE OF CONTENTS
Page
ABOUT THIS SUPPLEMENT.........................................................1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION...................2
USE OF PROCEEDS...............................................................2
LEGAL MATTERS.................................................................2
PLAN OF DISTRIBUTION..........................................................3
PROSPECTUS SUPPLEMENT
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ABOUT THIS SUPPLEMENT
Unless otherwise mentioned or unless the context requires otherwise, all
references in this prospectus supplement and the accompanying prospectus to "the
company," "we," "us," "our," or similar references mean Acacia Research
Corporation.
This prospectus supplement describes the specific terms of this offering
and other current matters relating to our business. This prospectus supplement
forms a part of the accompanying prospectus dated March 17, 2004, which gives
more general information about securities we may offer from time to time, some
of which may not apply to the Acacia Research-CombiMatrix common stock offered
by this prospectus supplement. To the extent there is a conflict between the
information contained in this prospectus supplement, on the one hand, and the
information contained in the accompanying prospectus or any document
incorporated by reference therein, on the other hand, the information in this
prospectus supplement shall control.
We have not authorized any dealer, salesman or other person to give any
information or to make any representation other than those contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus. You must not rely upon any information or representation not
contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus. This prospectus supplement and the accompanying
prospectus do not constitute an offer to sell or the solicitation of an offer to
buy common stock, nor does this prospectus supplement and the accompanying
prospectus constitute an offer to sell or the solicitation of an offer to buy
common stock in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction. You should not assume that the
information contained in this prospectus supplement and the accompanying
prospectus is accurate on any date subsequent to the date set forth on the front
of the document or that any information we have incorporated by reference is
correct on any date subsequent to the date of the document incorporated by
reference, even though this prospectus supplement and any accompanying
prospectus is delivered or common stock is sold on a later date.
Information that we file with the SEC subsequent to the date on the cover
will automatically update and supersede the information contained in this
prospectus supplement and the accompanying prospectus. We incorporate by
reference the documents listed in the accompanying prospectus and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, until we issue all of the common
stock offered pursuant to this prospectus supplement and the accompanying
prospectus.
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This prospectus supplement contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
the financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities for
existing patents, technologies, products, plans and objectives of management,
markets for stock of Acacia and other matters. Statements in this prospectus
supplement that are not historical facts are hereby identified as
"forward-looking statements" for the purpose of the safe harbor provided by
Section 21E of the Exchange Act and Section 27A of the Securities Act. Such
forward-looking statements, including, without limitation, those relating to the
future business prospects, revenues and income of Acacia, wherever they occur,
are necessarily estimates reflecting the best judgment of the senior management
of our company on the date on which they were made, or if no date is stated, as
of the date of this prospectus supplement. These forward-looking statements are
subject to risks, uncertainties and assumptions, including those described in
the section entitled "Risk Factors," beginning on page 1 that may affect the
operations, performance, development and results of our business. Because the
factors discussed in this prospectus supplement and the accompanying prospectus
could cause actual results or outcomes to differ materially from those expressed
in any forward-looking statements made by us or on our behalf, you should not
place undue reliance on any such forward-looking statements. New factors emerge
from time to time, and it is not possible for us to predict which factors will
arise. In addition, we cannot assess the impact of each factor on our business
or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements.
You should understand that important factors discussed in the "Risk
Factors" section, could affect our future results and could cause those results
to differ materially from those expressed in such forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or any other
reason. All subsequent forward-looking statements attributable to our company or
any person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to herein. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
prospectus supplement may not occur. We are required to update this prospectus
supplement, the accompanying prospectus and the registration statement with a
post-effective amendment 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, including
this prospectus supplement.
USE OF PROCEEDS
We estimate that the net proceeds we will receive from this offering will
be approximately $212,750 million, after deducting the finder fees and estimated
offering expenses. We will retain broad discretion over the use of the net
proceeds from the sale of our Acacia Research-CombiMatrix common stock offered
hereby. We currently anticipate using the net proceeds from the sale of our
Acacia Research-CombiMatrix common stock hereby primarily for working capital
for our CombiMatrix group, including the CombiMatrix group's subsidiaries.
The amounts and timing of the CombiMatrix group's expenditures may vary
significantly depending on numerous factors, such as the progress of our
research and development efforts, technological advances and the competitive
environment for our products. We may also use a portion of the net proceeds to
acquire or invest in businesses complementary to the CombiMatrix group's
business, products and technologies. Although we have no specific arrangements
with respect to acquisitions, we evaluate acquisition opportunities and engage
in related discussions from time to time.
LEGAL MATTERS
Certain legal matters in connection with this prospectus will be passed
upon for us by Greenberg Traurig, LLP. Greenberg Traurig, LLP and its attorneys
hold no shares of our Acacia Research-CombiMatrix common stock or other
securities.
2
PLAN OF DISTRIBUTION
We are offering the shares of our Acacia Research-CombiMatrix common stock
with the assistance of three finders. Subject to the terms and conditions
contained in the finder's fee agreement dated June 5, 2005, we have agreed to
pay to vFinance Investments, Inc. five percent (5%) of the purchase price paid
for the Acacia Research-CombiMatrix common stock offered pursuant to this
prospectus by investors introduced to us by vFinance Investments, Inc. The
finder is not purchasing or selling any shares by this prospectus supplement or
accompanying prospectus, nor is it required to purchase or arrange the purchase
or sale of any specific number or dollar amount of shares. No compensation will
be payable to the finders for sales of shares of our Acacia Research-CombiMatrix
common stock to investors who were not introduced to the company by the finder.
The shares of Acacia Research-CombiMatrix common stock sold in this
offering will be listed on the Nasdaq National Market under the symbol "CBMX."
We expect that the shares of Acacia Research-CombiMatrix common stock will
be delivered only in book-entry form through The Depository Trust Company, New
York, New York on or about July 5, 2005.
It is possible that not all of the shares of our Acacia
Research-CombiMatrix common stock offered pursuant to this prospectus supplement
will be sold at the closing, in which case our net proceeds would be reduced.
The estimated offering expenses payable by us, in addition to the finder's
fee, are approximately $1,000, which includes legal, accounting and printing
costs and various other fees associated with registering and listing the shares
of Acacia Research-CombiMatrix common stock. After deducting certain fees due to
the finder and our estimated offering expenses, we expect the net proceeds from
this offering to be up to approximately $212,750
The following table shows the per unit and total placement fees payable to
each finder in connection with the sale of shares offered pursuant to this
prospectus supplement and the accompanying prospectus.
Per Share Total
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vFinance Investments, Inc. $0.1125 $11,250
The transfer agent for our common stock is U.S. Stock Transfer Corporation.
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