Acacia 8K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
8-K
_____________
CURRENT
REPORT
PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): June
14, 2006
____________
ACACIA
RESEARCH CORPORATION
(Exact
name of Registrant as Specified in its Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
000-26068
(Commission
File
Number)
|
95-4405754
(I.R.S.
Employer
Identification
No.)
|
500
Newport Center Drive,
Newport
Beach, California 92660
(Address
of Principal Executive Offices) (Zip Code)
(949)
480-8300
Registrant's
telephone number, including area code
(Former
Name or Former Address, if Changed since Last Report)
__________________________
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive
Agreement.
On
June
14, 2006, Acacia Research Corporation entered into an a Standby Equity
Distribution Agreement with Cornell Capital Partners LP relating to a commitment
for up to $50 million in common stock equity financing from
Cornell.
Over
the
next 24 months, Acacia may from time to time, in its discretion, sell shares
of
its Acacia Research-CombiMatrix common stock (Nasdaq: CBMX) to Cornell pursuant
to its effective shelf registration statement at a discount to market price
of
2.5%, up to a total price of $50,000,000 or up to, but not exceeding, a total
of
13,368,674 shares. We agreed to use our best efforts to maintain an effective
shelf registration statement during the 24-month period.
We
paid a
total of $565,000 in fees to Cornell, and we are required to pay an additional
4% of each future advance up to the first $20 million of advances, and 5% of
each future advance in excess of $20 million.
The
foregoing description of the Standby Equity Distribution Agreement is qualified
in its entirety by reference to the Standby Equity Distribution Agreement
attached hereto as Exhibit 10.1 to this Report on Form 8-K and incorporated
by
reference herein.
Item
8.01. Other Events.
On
June
15, 2006, the Company issued a press release announcing the Standby Equity
Distribution Agreement . A copy of this press release is filed as Exhibit 99.1
to this Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
10.1
Standby
Equity Distribution Agreement
99.1
Press
Release dated June 15, 2006
SIGNATURES
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 hereunto
duly authorized.
ACACIA
RESEARCH CORPORATION
Date:
June 15, 2006
By:
/s/
Paul R.
Ryan
Name:
Paul R. Ryan
Title:
Chairman and Chief Executive Officer
Exhibit
Index
|
Exhibit
Number
|
Description
|
| |
|
|
10.1
|
Standby
Equity Distribution Agreement
|
|
99.1
|
Press
Release dated June 15, 2006
|