AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 2005
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-3
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 (I.R.S. Employer
of incorporation or organization) Identification Number)
500 NEWPORT CENTER DRIVE, 7TH FLOOR
NEWPORT BEACH, CALIFORNIA 92660
(949) 480-8300
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
___________________
PAUL R. RYAN
CHIEF EXECUTIVE OFFICER
500 NEWPORT CENTER DRIVE, 7TH FLOOR
NEWPORT BEACH, CALIFORNIA 92660
(949) 480-8300
(Address, including zip code, and telephone number, including area code of agent
for service)
___________________
Copies to:
RAYMOND A. LEE, ESQ.
GREENBERG TRAURIG, LLP
650 TOWN CENTER DRIVE, SUITE 1700
COSTA MESA, CALIFORNIA 92626
(714) 708-6500
___________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-112885
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
-------------------------------------------- --------------------- ------------------- --------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED (1) AGGREGATE OFFERING OFFERING PRICE REGISTRATION FEE
PRICE (1) (2) PER UNIT (3)
-------------------------------------------- --------------------- ------------------- --------------------
Acacia Research-CombiMatrix Common Stock, __ __ __
$0.001 par value per share..................
-------------------------------------------- --------------------- ------------------- --------------------
Warrants to purchase Acacia __ __ __
Research-CombiMatrix Common Stock...........
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Total....................................... $2,449,800(4) 100% $288.34
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(1) The Registrant previously registered securities having a maximum aggregate
offering price of $50,000,000 on a registration statement on Form S-3 (File No.
333-112885) for which a fee of $6,335 was previously paid.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933.
(3) We will determine the proposed maximum offering price per unit in connection
with the issuance of the new securities.
(4) The securities registered hereunder may be sold separately or as units with
other securities registered hereby. The aggregate amount of common stock
registered hereunder is limited to that which is permissible under Rule
415(a)(4) under the Securities Act of 1933, to the extent applicable.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
and General Instruction IV to Form S-3, both as promulgated under the Securities
Act of 1933, as amended. The contents of the Registration Statement on Form S-3
(File No. 333-112885) filed by Acacia Research Corporation with the Securities
and Exchange Commission on February 17, 2004, which has been declared effective
by the SEC, which and including the documents filed by Acacia Research
Corporation with the SEC and incorporated or deemed to be incorporated therein,
are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Acacia
Research Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 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, as of
September 15, 2005.
ACACIA RESEARCH CORPORATION
By: /s/ Paul R. Ryan
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Paul R. Ryan
Chief Executive Officer and Chairman
POWER OF ATTORNEY
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 dates indicated.
SIGNATURE TITLE DATE
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* Chief Executive Officer and Chairman of the Board September 15, 2005
----------------------------------- (Principal Executive Officer)
PAUL R. RYAN
/s/ Clayton J. Haynes Chief Financial Officer (Principal Financial and September 15, 2005
----------------------------------- Accounting Officer)
CLAYTON J. HAYNES
* President and Director September 15, 2005
-----------------------------------
ROBERT L. HARRIS
* Director September 15, 2005
-----------------------------------
THOMAS B. AKIN
* Director September 15, 2005
-----------------------------------
RIGDON CURRIE
* Director September 15, 2005
-----------------------------------
FRED A. DE BOOM
* Director September 15, 2005
-----------------------------------
EDWARD W. FRYKMAN
* Director September 15, 2005
-----------------------------------
G. LOUIS GRAZIADIO III
* Director September 15, 2005
-----------------------------------
AMIT KUMAR
By: /s/ Clayton J. Haynes
--------------------------------
Clayton J. Haynes
Attorney-in-Fact
EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index
immediately precedes the exhibits.
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Greenberg Traurig, LLP
23.1 Consent of Greenberg Traurig, LLP (contained in their opinion
filed as Exhibit 5.1 to this Registration Statement)
23.2 Consent of Independent Registered Public Accounting Firm
23.3 Consent of Independent Registered Public Accounting Firm
23.4 Consent of Independent Registered Public Accounting Firm