UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Acacia Research Corporation
---------------------------
(Name of Issuer)
Common Stock, no par value per share
------------------------------------
(Title of Class of Securities)
003881 10 9
--------------
(CUSIP Number)
David H. Schmidt
10 Juniper Road
Rowayton, CT 06853
(203) 866-7161
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 17, 1998
-------------------------------------------------------
(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)
David H. Schmidt
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
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) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 161,500 shares of
Shares common stock
Bene-
ficially (8) Shared Voting Power Not applicable
Owned by
Each (9) Sole Dispositive Power 161,500 shares of
Reporting common stock
Person
With (10) Shared Dispositive Power Not applicable
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
161,500 shares of common stock
- --------------------------------------------------------------------------------
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)
4.4%
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14 Type of Reporting Person (See Instructions)
IN
Page 3 of 7 Pages
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Amendment No. 1 to Schedule 13D
The Schedule 13D, dated July 6, 1997, filed by David H. Schmidt ("Mr.
Schmidt"), a citizen of the United States, with respect to the Common Stock,
with no par value per share (the "Shares"), of Acacia Research Corporation, a
California corporation (the "Issuer"), is hereby amended and restated in its
entirety as set forth below in this Amendment No. 1:
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 David H. Schmidt. Mr. Schmidt's address is 10
Juniper Road, Rowayton, Connecticut 06853.
The present principal employment of Mr. Schmidt is as Vice President and
Director of Technology of Soundview Technologies Incorporated ("Soundview")
located at Two Soundview Drive, Greenwich, Connecticut 06830. The principal
business of Soundview is the development of technology related to the
telecommunications field, which includes audio and video blanking systems, also
known as V-chip technology, and the pursuit of business opportunities to
commercialize its technology.
During the last five years, Mr. Schmidt 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. Schmidt 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. Schmidt 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 H. Lee Browne (the "Purchase
Agreement"), Mr. Schmidt acquired 200,000 Shares on July 6, 1997, in exchange
for the sale by Mr. Schmidt of 1,312,500 shares of common stock of Soundview
(the "Soundview Shares") to the Issuer. In addition to the 200,000 Shares, Mr.
Schmidt 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.
Page 4 of 7 Pages
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Item 4. Purpose of Transaction.
The purpose of this transaction is to report the disposition of the
Issuer's securities which were acquired by Mr. Schmidt pursuant to the Purchase
Agreement as set forth in Item 3 above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of Shares beneficially owned by Mr. Schmidt is 161,500,
or 4.4% of the number of Shares outstanding (based on there being 3,616,187
Shares outstanding as of March 20, 1998, based upon information provided to Mr.
Schmidt by the Issuer).
(b) Mr. Schmidt has sole power to vote or to direct the vote and to dispose or
to direct the disposition of the 161,500 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) In the 60 days preceding the date of this statement, Mr. Schmidt has
disposed of 48,500 Shares as listed in Schedule A attached hereto. All such
transactions were open market transactions.
(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. Schmidt.
(e) As of March 12, 1998, Mr. Schmidt ceased to beneficially own 5% or more of
the outstanding Shares.
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. Schmidt and any
person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
[Signature Page to Follow]
Page 5 of 7 Pages
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Signature
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: March 19, 1998
/s/ David H. Schmidt
------------------------------
David H. Schmidt
Page 6 of 7 Pages
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SCHEDULE A
Transaction Date No. of Shares Sold Price Per Share
- ---------------- ------------------ ---------------
February 27, 1998 2,000 9 1/2
February 27, 1998 1,100 9 1/2
March 2, 1998 1,000 9 3/4
March 3, 1998 1,000 10 3/16
March 3, 1998 300 10 3/4
March 5, 1998 100 11 3/4
March 5, 1998 1,000 11 1/8
March 5, 1998 1,000 11 1/8
March 5, 1998 500 10 3/4
March 5, 1998 200 10 3/4
March 6, 1998 2,000 12 1/4
March 9, 1998 1,000 12 3/4
March 9, 1998 1,000 12 3/4
March 12, 1998 200 12 3/4
March 12, 1998 800 12 3/4
March 12, 1998 1,000 12 3/4
March 12, 1998 1,000 13 3/8
March 12, 1998 1,000 13 3/8
March 12, 1998 2,000 13
March 12, 1998 2,000 13 5/8
March 12, 1998 2,000 13 5/8
March 12, 1998 300 14 1/4
March 12, 1998 700 14 1/4
March 12, 1998 1,000 14 1/4
March 12, 1998 1,300 14 5/8
March 12, 1998 400 14 5/8
March 12, 1998 100 14 5/8
March 12, 1998 200 14 5/8
March 12, 1998 1,000 15 1/4
March 12, 1998 1,000 15 13/16
March 12, 1998 1,000 16 1/4
March 13, 1998 1,000 17 1/2
March 13, 1998 2,000 15 7/8
March 13, 1998 1,000 15
March 13, 1998 100 15
March 17, 1998 2,000 15 1/2
March 17, 1998 4,000 16
March 17, 1998 3,200 16 1/4
March 17, 1998 4,000 16 3/8
March 17, 1998 2,000 16 7/8
Page 7 of 7 Pages
