As filed with the Securities and Exchange Commission on August 28, 1998.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ACACIA RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
California 95-4405754
(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)
Kathryn King-Van Wie
Secretary and Chief Operating Officer
12 South Raymond Avenue
Pasadena, California 91105
(626) 449-6431
(Name, address, and telephone number, including area code, of agent for service)
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COPY TO
D. Stephen Antion, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071-2889
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Amount to be Proposed Proposed Amount of
securities to registered maximum maximum registration
be registered offering aggregate fee
price per offering price
unit
- --------------------------------------------------------------------------------
Common Stock, 500,000 $4.4065(2) $2,203,250(2) $649.96(2)
no par value shares(1)
- --------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number of
shares of Common Stock stated above, options and other rights to
purchase or acquire the shares of Common Stock covered by the
Prospectus and, pursuant to Rule 416(c) under the Securities Act of
1933, as amended (the "Securities Act"), an indeterminate number of
shares which by reason of certain events specified in the Plan may
become subject to the Plan.
(2) 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 August 24,
1998, as reported on the Nasdaq National Market System.
The Exhibit Index for this Registration Statement follows the signature page.
The Prospectus which contains the information required pursuant
to Section 10(a) of the Securities Act relates to the Registration Statement on
Form S-8 filed on February 21, 1997 (File No. 333-22197).
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. Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities 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 Securities Act.
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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 Commission are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(b) the Company's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1998 and June 30, 1998;
(c) the Company's Current Report on Form 8-K filed with the
Commission on February 11, 1998 (event date January 27, 1998);
(d) the Company's Current Report on Form 8-K filed with the
Commission on April 17, 1998 (event date April 2, 1998), Amendment No.
1 to Current Report on Form 8-K/A filed with the Commission on June
16, 1998, and Amendment No. 2 to Current Report on Form 8-K/A filed
with the Commission on June 26, 1998; and
(e) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission on May 11, 1995, and Amendment No. 1 to Form 8-A on Form
8-A/A filed with the 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 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
See Item 9.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
See Item 9.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
See Item 9.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
The information and contents of the Registration Statement on
Form S-8 previously filed with the Commission on February 21, 1997 (File No.
333-22197) by the Company is incorporated herein by reference. Except for
required opinions, consents, and signature pages and any information required in
this Registration Statement that is not in the above mentioned Registration
Statement, the information required by Part II to be contained in this
Registration Statement is omitted in accordance with General Instruction E to
Form S-8.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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
August 24, 1998.
ACACIA RESEARCH CORPORATION
By: /s/ Paul R. Ryan
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Paul R. Ryan
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Paul R. Ryan, R. Bruce Stewart and Kathryn King-Van Wie 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
Commission, granting unto said attorney-in-fact and agent, 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, 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 August 24, 1998
- ------------------------- Executive Officer
Paul R. Ryan (Principal Executive
Officer)
/s/ R. Bruce Stewart Chairman of the Board and August 24, 1998
- ------------------------- Chief Financial Officer
R. Bruce Stewart (Principal Financial and
Accounting Officer)
/s/ Thomas B. Akin Director August 24, 1998
- -------------------------
Thomas B. Akin
/s/ Fred A. de Boom Director August 24, 1998
- -------------------------
Fred A. de Boom
/s/ Edward W. Frykman Director August 24, 1998
- -------------------------
Edward W. Frykman
S-1
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Acacia Research Corporation 1996 Stock Option Plan (as amended)
4.2 Form of Employee Incentive Stock Option Agreement (1)
4.3 Form of Employee Nonqualified Stock Option Agreement (1)
4.4 Form of Non-Employee Director Nonqualified Stock Option Agreement
5.1 Opinion of Counsel regarding the legality of the Common Stock to be
issued
23.1 Consent of Independent Accountants (Finocchiaro & Co.)
23.2 Consent of Independent Accountants (PricewaterhouseCoopers LLP)
23.3 Consent of Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney (included in this Registration Statement on page
S-1)
(1) Previously filed and incorporated by reference from the Company's
Registration Statement on Form S-8 filed with the Commission on February 21,
1997 (File No. 333-22197).