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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT _________)*
Acacia Research Corporation
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
003881 10 9
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(CUSIP Number)
H. Lee Browne
Soundview Technologies Incorporated
Two Soundview Drive
Greenwich, CT 06830
(203) 661-3303
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 6, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7 Pages
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SCHEDULE 13D
Cusip No. 003881 10 9
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
H. Lee Browne
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2 Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
United States
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Number of (7) Sole Voting Power 210,000 shares of
Shares common stock
Bene-
ficially (8) Shared Voting Power Not applicable
Owned by
Each (9) Sole Dispositive Power 210,000 shares of
Reporting common stock
Person
With (10) Shared Dispositive Power Not applicable
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11 Aggregate Amount Beneficially Owned by Each
Reporting Person
210,000 shares of common stock
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12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
Page 2 of 7 Pages
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13 Percent of Class Represented by Amount in Row (11)
7.4%
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14 Type of Reporting Person (See Instructions)
IN
Page 3 of 7 Pages
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Item 1. Security and Issuer.
This Schedule 13D report relates to the common stock, with no par value per
share (the "Shares"), of Acacia Research Corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 12 South Raymond
Avenue, Pasadena, California 91105.
Item 2. Identity and Background.
This statement is filed by H. Lee Browne. Mr. Browne's business address is
c/o Soundview Technologies Incorporated ("Soundview"), Two Soundview Drive,
Greenwich, Connecticut 06830.
The present principal employment of Mr. Browne is as an independent
business developer.
During the last five years, Mr. Browne has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) and has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in Mr. Browne being subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Mr. Browne is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Common Stock Purchase Agreement, dated as of July 6, 1997, by
and among the Issuer, David H. Schmidt and Mr. Brown (the "Purchase Agreement"),
Mr. Browne acquired 200,000 Shares on July 6, 1997, in exchange for the sale by
Mr. Browne of 1,312,500 shares of common stock of Soundview (the "Soundview
Shares") to the Issuer. In addition to the 200,000 Shares, Mr. Browne also
received from the Issuer as payment for the Soundview Shares $250,000 in cash
and a non-recourse promissory note in the amount of $450,000.
Item 4. Purpose of Transaction.
Mr. Browne acquired the 200,000 Shares for investment purposes. Depending
on market conditions, his continuing evaluation of the business and prospects of
the Issuer and other factors, Mr. Browne may dispose of or acquire additional
Shares in the open market. In accordance with the terms of
Page 4 of 7 Pages
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the Purchase Agreement, the Issuer filed a Form S-3 Registration Statement
(the "Registration Statement") with the Securities and Exchange Commission,
which Registration Statement became effective on August 26, 1997, relating to
the re-sale by Messrs. Browne and Schmidt of an aggregate of 400,000 Shares.
The Purchase Agreement also provides to each of Messrs. Browne and Schmidt
certain "piggy-back" registration rights (to be set forth in a separate
agreement presently under negotiation) in the event that any sale or
distribution of the Shares by Messrs. Browne and Schmidt pursuant to the
Registration Statement is restricted due to the commencement of an underwritten
public distribution of Shares under a separate registration statement. Except
as set forth above, Mr. Browne does not have any present plans which relate to
or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of Shares beneficially owned by Mr. Browne is
210,000, or 7.4% of the number of Shares outstanding (based on there being
2,849,872 Shares outstanding as of September 3, 1997).
(b) Mr. Browne has sole power to vote or to direct the vote and to
dispose or to direct the disposition of the 210,000 Shares beneficially owned by
him. No one has shared power to vote or to direct the vote or to dispose or to
direct the disposition of such Shares.
(c) Since July 6, 1997, Mr. Browne has not effected any transaction in
the Shares.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or any proceeds from the sale of, the
Shares beneficially owned by Mr. Browne.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Undertakings or Relationships With Respect
to Securities of the Issuer.
Other than the Purchase Agreement, there are no contracts, arrangements,
understanding or relationships (legal or otherwise) between Mr. Browne and any
person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Common Stock Purchase Agreement, dated as of July 6, 1997, among
Acacia Research Corporation, H. Lee Browne and David H.
Schmidt(1).
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(1) Incorporated by reference to Exhibit 2.1 of Acacia Research Corporation's
Current Report on Form 8-K filed on July 21, 1997.
[Signature Page to Follow]
Page 6 of 7 Pages
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Signature
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 24, 1997
/s/ H. Lee Browne
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H. Lee Browne
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