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): April
23, 2007
____________
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
3.01. Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing
(a)
On
April 23, 2007, we received a Nasdaq Staff Deficiency Letter notifying us that
our Acacia Research-CombiMatrix common stock (trading symbol: CBMX) is not
in
compliance with the minimum trading price of the Nasdaq Global Market set forth
in Marketplace Rule 4450(a)(5). To regain compliance, the closing trading price
of CBMX stock must be $1.00 or more for ten consecutive trading days. The
company must regain compliance by October 22, 2007, in order to maintain the
listing of CBMX stock.
We
intend
to complete our split off of CombiMatrix Corporation by redeeming CBMX stock
for
common stock of CombiMatrix Corporation prior to October 22, 2007. Upon
redemption, CBMX stock will no longer be issued and the class will be cancelled.
Holders of CBMX stock on the redemption date will hold shares of common stock
of
CombiMatrix Corporation in proportion to their holdings of CBMX stock.
CombiMatrix Corporation has applied for an initial listing of its common stock
with the Nasdaq Capital Market, to be effective upon the split off, and will
be
subject to the initial listing standards of the Nasdaq Capital Market, including
a trading price of $4.00 or more per share. CombiMatrix Corporation believes
it
will be able to meet the initial listing standard of $4.00 per share following
the 10-1 redemption ratio described in their registration statement pending
with
the SEC.
More
information about the intended split off, the effect of the redemption and
10-1
redemption ratio, CombiMatrix Corporation’s application for an initial listing
on the Nasdaq Capital Market and the risk factors associated with the split
off
are set forth in sections titled “Summary,” “Risk Factors,” “The Split Off,” and
“Description of Capital Stock” on pages 1 through 27; “Relationship of Acacia
Research Corporation and Our Company after the Split Off,” on pages 40 through
41; and “Executive Compensation,” “Equity Compensation Plan Information,”
“Certain Relationships and Related Transactions,” and “Security Ownership of
Certain Beneficial Owners and Management,” on pages 60 through 71 of the amended
Registration Statement on Form S-1/A filed with the Commission on April 10,
2007, incorporated herein by reference. The information incorporated by
reference is included as an exhibit to this report pursuant to Rule
12b-23.
Item
9.01. Financial Statements
and Exhibits.
(c) Exhibits.
99.1 Press
Release of the Registrant dated April 27, 2007.
99.2 Select
Sections of CombiMatrix Corporation’s amended Registration Statement on Form
S-1/A, filed with the Commission on April 10, 2007.
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.
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|
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ACACIA
RESEARCH
CORPORATION |
|
|
|
| Date:
April 26, 2007 |
By: |
/s/ Paul
R.
Ryan |
| |
Name: Paul R. Ryan |
| |
Title:
Chairman and Chief Executive Officer |
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