Acacia Research Corp
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
11, 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))
Section
4 - Matters Related to Accountants and Financial
Statements
Item
4.01 Changes
in Registrant's Certifying Accountant
(a)
Previous independent registered public accounting firm
(i)
On
June 11, 2007, Acacia Research Corporation (the "Registrant") dismissed
PricewaterhouseCoopers LLP as its independent registered public accounting
firm.
(ii)
The
report of PricewaterhouseCoopers LLP on the financial statements of the
Registrant as of and for the year ended December 31, 2006, did not contain
an
adverse opinion, or disclaimer of opinion and was not qualified or modified
due
to uncertainty, audit scope or accounting principle, except for an explanatory
paragraph describing the need of the CombiMatrix Group of Acacia Research
Corporation to raise additional capital to achieve its intended business
objectives. The
report of PricewaterhouseCoopers LLP on the financial
statements of the Registrant as of and for the year ended December 31, 2005,
contained no adverse opinion or disclaimer of opinion and was not qualified
or
modified as to uncertainty, audit scope or accounting principle.
(iii)
The
Registrant's Audit Committee and Board of Directors participated
in and approved the decision to change its independent registered public
accounting firm.
(iv)
During the fiscal years ended December 31, 2005 and 2006, and through June
11,
2007, there have been no disagreements with PricewaterhouseCoopers LLP on any
matter of accounting principles or practices, financial statement disclosure,
or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of PricewaterhouseCoopers LLP would have caused them to make
reference thereto in their reports on the financial statements for such
years.
(v)
During the years ended December 31, 2005 and 2006, and through June 11, 2007,
there were no "reportable events" as defined in Item 304(a)(1)(v) of Regulation
S-K, except that the Item 4 section of the Form 10-Q of the Registrant for
the
quarter ended June 30, 2006 included a conclusion by the management of the
Registrant that the Registrant did not maintain effective controls over revenue
recognition because a material weakness existed that resulted in a more than
a
remote likelihood that a material misstatement of the annual or interim
financial statements would not be prevented or detected. Management of the
Registrant believes that this material weakness was remediated as of September
30, 2006, as disclosed in Item 4 of the Registrant's Form 10-Q for the quarter
ended September 30, 2006, and has authorized PricewaterhouseCoopers LLP to
respond fully to the inquiries of the successor independent registered public
accounting firm concerning the subject matter of such reportable
event.
(vi)
The
Registrant has requested that PricewaterhouseCoopers LLP furnish it with a
letter addressed to the United States Securities and Exchange Commission stating
whether or not it agrees with the above statements. A copy of such letter,
dated June 13, 2007, is filed
as
Exhibit 16.1 to this Form 8-K.
(b)
New
independent registered public accounting firm
The
Registrant engaged Grant Thornton LLP as its new independent registered public
accounting firm as of June 15, 2007. During the two most recent fiscal
years and through June 15, 2007, the Registrant has not consulted with Grant
Thornton LLP regarding either (i) the application of accounting principles
to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's financial statements, and
neither a written report was provided to the Registrant or oral advice was
provided that Grant Thornton LLP concluded was an important factor considered
by
the Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of
a
disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
16.1
Letter re change in certifying accountant
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, 2007
By:
/s/ Paul R.
Ryan
Name:
Paul R. Ryan
Title:
Chairman and Chief Executive Officer