acacia_s8-022610.htm
As filed with the Securities and Exchange Commission on Febraury 26, 2010
 
Registration No. 333-_____ 
 
UNITED STATES
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)

Delaware
95-4405754
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
 
 
500 Newport Center Drive
Newport Beach, California 92660
(Address of Principal Executive Offices)
 
 
2002 Acacia Technologies Stock Incentive Plan
(Full titles of the plan)
 
 
Paul R. Ryan
Chairman and Chief Executive Officer
500 Newport Center Drive
Newport Beach, California 92660
(Name and address of agent for service)
 
(949) 480-8300
(Telephone number, including area code, of agent for service)
 
 
Copies to:
 
Mark L. Skaist, Esq.
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
(949) 725-4000
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 

Large accelerated filer o
  
Accelerated filerþ
  
Non-accelerated filer o
  
Smaller reporting company o
 
CALCULATION OF REGISTRATION FEE
 
 
Title of Each Class of
Securities to be Registered
 
Amount to be
Registered (1)
Proposed
Maximum
Offering Price
Per Share (2)
Proposed
Maximum
Aggregate
Offering Price
 
Amount of
Registration Fee
2002 Acacia Technologies Stock Incentive Plan
Common Stock, $0.001 par value
(options available for future grant)
500,000 shares
 $9.78
  $4,890,000
$348.66
 
(1)
Represents additional shares issuable under the Registrant’s 2002 Acacia Technologies Stock Incentive Plan (the “Plan”) by reason of the automatic share increase provisions of the Plan.  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of the Registrant’s common stock which may become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration, which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
 
(2)
The proposed maximum offering price per share is estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) under the Securities Act, on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c) of the Securities Act, using the average of the high and low sale prices of the Registrant’s common stock reported on the Nasdaq Global Market on February 25, 2010, which was $9.78 per share.
 
 
 
 
 
EXPLANATORY NOTE
 
This Registration Statement on Form S-8 registers an additional 500,000 shares of common stock of Acacia Research Corporation (the “Registrant”) to be issued under the Registrant’s 2002 Acacia Technologies Stock Incentive Plan (the “Plan”). In accordance with General Instruction E to Form S-8, the number of shares of common stock to be registered as set forth above represents the number of additional shares that are issuable pursuant to the Plan over and above the number of shares previously registered. This Registration Statement on Form S-8 shall also cover any additional shares of common stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction which results in an increase in the number of outstanding shares of the Registrant’s common stock. 8,707,855 shares of the Registrant’s common stock have previously been registered for issuance under the Plan pursuant to Registration Statements on Form S-8 filed with the Securities and Exchange Commission on December 23, 2002 (File No. 333-102181), October 1, 2003 (File No. 333-109352), October 19, 2004 (File No. 333-119811), August 16, 2005 (File No. 333-127583), February 1, 2006 (File No. 333-131463), January 29, 2007 (File No. 333-140280), March 21, 2008 (File No. 333-149849) and March 2, 2009 (File No. 333-157626), respectively.
 
PART II
 
INFORMATION  REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.
Incorporation of Documents by Reference
 
In accordance with General Instruction E to Form S-8, the entire contents of the prior Registration Statements on Form S-8 relating to shares of the Registrant’s common stock reserved for issuance under the Plan (File Nos. 333-102181, 333-109352, 333-119811, 333-127583, 333-131463, 333-140280, 333-149849 and 333-157626) are hereby incorporated herein by reference and made part of this Registration Statement.
 
Item 8. 
Exhibits
 
Exhibit
Number
  
Exhibit
3.1
  
Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2008).
     
3.2
  
Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 14, 2008).
     
3.3
  
Amendment to Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2008).
     
5.1
  
Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation.
     
23.1
  
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
     
23.2
  
Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (contained in Exhibit 5.1).
     
24.1
  
Power of Attorney (contained on the signature page hereto).
     
99.1
  
2002 Acacia Technologies Stock Incentive Plan (Incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 23, 2002).

 

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 Newport Beach, State of California, on the 26th day of February, 2010.
 
  ACACIA RESEARCH CORPORATION  
       
 
By:
/s/ Paul R. Ryan  
    Paul R. Ryan  
    Chairman and Chief Executive Officer  
 
 
POWER OF ATTORNEY
 
The undersigned directors and officers of Acacia Research Corporation hereby constitute and appoint Paul R. Ryan and Clayton J. Haynes and each of them, as his true and lawful attorneys-in-fact and agents, with full power to act without the other and with full power 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 new registration statements relating 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 attorneys-in-fact and agents, and each of them, 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 attorneys-in-fact and agents, or either of them, or their 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 by the following persons in the capacities and on the date indicated.
 
Signature
  
Title
  
Date
 
/s/ Paul R. Ryan
Paul R. Ryan
  
Chief Executive Officer and Chairman (Principal Executive Officer)
  
February 26, 2010
         
/s/ Clayton J. Haynes 
Clayton J. Haynes
  
Chief Financial Officer (Principal Financial and Accounting Officer)
  
February 26, 2010
         
/s/ Robert L. Harris, II 
Robert L. Harris, II
  
President and Director
 
  
February 26, 2010
         
/s/ William S. Anderson 
William S. Anderson
  
Director
 
  
February 26, 2010
         
/s/ Fred A. de Boom 
Fred A. de Boom
  
Director
 
  
February 26, 2010
         
/s/ Edward W. Frykman 
Edward W. Frykman
  
Director
 
  
February 26, 2010
         
/s/ G. Louis Graziadio, III 
G. Louis Graziadio, III
  
Director
 
  
February 26, 2010
 

 

 
EXHIBIT INDEX
 
Exhibit
Number
  
Exhibit
3.1
  
Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2008).
     
3.2
  
Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 14, 2008).
     
3.3
  
Amendment to Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2008).
     
5.1
  
Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation.
     
23.1
  
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
     
23.2
  
Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (contained in Exhibit 5.1).
     
24.1
  
Power of Attorney (contained on the signature page hereto).
     
99.1
  
2002 Acacia Technologies Stock Incentive Plan (Incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 23, 2002).