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): April 2, 1998
ACACIA RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
California 000-26068 95-4405754
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
12 South Raymond Avenue, Pasadena, California 91105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (626) 449-6431
(Former name or former address, if changed since last report.)
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 2, 1998, Acacia Research Corporation ("Registrant") acquired
a 25% membership interest in Internet Software LLC, a Delaware limited liability
company ("Internet Software"), pursuant to the terms of the Amended and Restated
Operating Agreement by and between H. Lee Browne, Michael Lloyd, Nicholas E.K.
Heckett, and Registrant dated April 2, 1998 (the "Operating Agreement"), a copy
of which is attached hereto as Exhibit 2.1. Internet Software has developed
proprietary software products for use on the Internet and has five patent
applications pending, as well as other intellectual property.
The purchase price for the Registrant's investment in Internet
Software was $2.5 million. The purchase price for the 25% membership interest
was determined by negotiations among the parties and is based upon estimates of
the business potential and risk of Internet Software. The Registrant's
investment was made with the proceeds of a private equity financing, made in
part to finance the investment, where the Registrant raised gross proceeds of
$3.65 million through the sale of 317,393 units, each unit consisting of one
share of the Registrant's common stock and one common-stock purchase warrant.
Under the terms of the Operating Agreement, Mr. Browne, who holds a
33.4% membership interest in Internet Software, was named chief executive
officer of Internet Software. Mr. Browne is also the president and chief
executive officer of Soundview Technologies Incorporated, a Delaware
corporation, of which the Registrant holds a majority interest of 66.7% in its
outstanding common stock. In addition, Mr. Browne is the chief executive
officer and majority owner of Greenwich Information Technologies LLC, a Delaware
limited liability company, of which the Registrant holds a minority interest of
33.3% in its outstanding membership interests. Any compensation Mr. Browne
receives as chief executive officer of Internet Software would be in addition to
any amounts earned from his positions with the other two entities.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Audited financial statements. Financial statements of Internet
Software for the period from the date of formation to December 31,
1997 and independent accountants' report thereon. It is impracticable
for the Registrant to file such audited financial statements at the
time of filing of this Current Report. The Registrant will file such
audited financial statements as soon as practicable, but in no event
later than 60 days from April 17, 1998.
(b) Exhibits
2.1 Amended and Restated Operating Agreement of Internet Software LLC
dated April 2, 1998 by and between H. Lee Browne, Michael Lloyd,
Nicholas E.K. Heckett, and Acacia Research Corporation (certain
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portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential
treatment).
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
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By: Paul R. Ryan
President and Chief Executive Officer
DATED: April 17, 1998
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