Acacia Research Corporation
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): December
7, 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
December 7, 2006, Acacia Research Corporation (the "Company") entered into
a
Placement Agency Agreement with Oppenheimer & Co. Inc. relating to the sale
of approximately $10 million of its Acacia Research-CombiMatrix common stock
in
a registered direct offering. The Company will sell approximately 9.8 million
units of securities at a purchase price of $1.02 per unit, with each unit
consisting of one share of its Acacia Research-CombiMatrix common stock and
one
warrant to purchase 1.2 shares of its Acacia Research-CombiMatrix common stock
to a select group of investors pursuant to subscription agreements. The warrants
to be issued are five-year warrants for the purchase of an aggregate of
approximately 11.7 million shares of common stock at an exercise price of $0.87
per share.
Pursuant
to the Placement Agency Agreement, Oppenheimer & Co. Inc. agreed to act as
the Company’s exclusive placement agent in connection with the issuance and sale
of the Company's securities, on a commercially reasonable efforts basis. Upon
the closing of the sale, the Company agreed to pay Oppenheimer & Co. Inc.
seven percent (7.0%) of the gross proceeds received by the Company from the
sale. In addition, the Company agreed to issue to Oppenheimer on the closing
date five-year warrants to purchase 488,416 shares of its Acacia
Research-CombiMatrix Common Stock at an exercise price equal to $1.0875 per
share, which warrants are not exercisable for the first six months following
the
closing date. The Placement Agency Agreement requires the Company to file a
prospectus supplement, relating to its previously filed “shelf” Registration
Statement on Form S-3 (No. 333-133529), which was declared effective by the
Commission as of May 26, 2006.
The
foregoing description of the Placement Agency Agreement is qualified in its
entirety by reference to the Placement Agency Agreement attached hereto as
Exhibit 10.1 to this Report on Form 8-K and incorporated herein by reference.
The forms of subscription agreements and warrants are attached hereto as
Exhibits 10.2 and 10.3, respectively, and are incorporated herein by
reference.
Item
8.01. Other Events.
On
December 8, 2006, the Company issued a press release announcing the pricing
of
its registered direct offering. 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 |
Placement
Agency Agreement |
| |
10.2 |
Form
of Subscription Agreement |
| |
10.3 |
Form
of Investor Warrant |
| |
99.1
|
Press
Release dated December 8, 2006 of Acacia Research
Corporation
|
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:
December 13, 2006 |
|
By:
/s/ Paul R.
Ryan |
| |
Name:
Paul R. Ryan |
| |
Title:
Chairman and Chief Executive Officer |
Exhibit
Index
| Exhibit
Number |
Description |
| |
|
| 10.1 |
Placement
Agency Agreement |
| 10.2 |
Form
of Subscription Agreement |
| 10.3 |
Form
of Investor Warrant |
| 99.1 |
Press
Release dated December 8, 2006 of Acacia Research
Corporation |