As filed with the Securities and Exchange Commission on July 21, 2000.
Registration No. 333-22197
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
ACACIA RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-4405754
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 South Lake Avenue
Pasadena, California 91101
(Address of principal executive offices)
Acacia Research Corporation 1996 Stock Option Plan
(Full title of the plan)
Victoria White, Esq.
Vice President, Legal Affairs
55 South Lake Avenue
Pasadena, California 91101
(626) 396-8300
(Name, address, and telephone number, including area code, of
agent for service)
___________________
COPY TO
John A. Laco, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071-2889
(213) 430-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price aggregate offering Registration Filing
registered registered per unit price fee Fee
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.001 3,000,000<1> $28<2> $84,000,000<2> $<2> $22,176
par value
=====================================================================================================
<FOOTNOTES>
<1> This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options and
other rights to purchase or acquire the shares of Common
Stock covered by the Prospectus and, pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), an additional indeterminate number of
shares, options and rights, which by reason of certain
events specified in the Acacia Research Corporation 1996
Stock Option Plan (the "Plan") may become subject to the
Plan.
<2> Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock on July 17, 2000, as reported on
the Nasdaq National Market System and published in the
Western Edition of the Wall Street Journal.
</FOOTNOTES>
</TABLE>
The Exhibit Index for this Registration Statement is at page 5.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to optionees as specified by Rule 428(b)(1)
of the Securities Act. Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Acacia Research Corporation
(the "Company") filed with the Commission are incorporated herein
by reference:
(a) the Registration Statement on Form S-8 of the
Company relating to the Plan filed with the Commission on
February 21, 1997 (registration number 333-22197); and
(b) the Registration Statement on Form S-8 of the
Company relating to the Plan filed with the Commission on
August 28, 1998 (registration number 333-62389), as amended.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Pasadena, State of California, on July 19, 2000.
ACACIA RESEARCH CORPORATION
By: /s/ Paul R. Ryan
--------------------------
Paul R. Ryan
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Paul R. Ryan, Peter Frank and Victoria White, or any
of them individually, as his or her true and lawful attorney-in-
fact and agent, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them individually, or his
or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- -----
/s/ Paul R. Ryan Chairman of the Board and July 19, 2000
----------------------- Chief Executive Officer
Paul R. Ryan (Principal Executive
Officer)
/s/ Robert L. Harris II President and Director July 19, 2000
----------------------
Robert L. Harris II
/s/ Peter Frank Chief Financial Officer July 20, 2000
----------------------- and Chief Operating
Peter Frank Officer
(Principal Financial
Officer)
/s/ Mary Rose Colonna Vice President, Finance July 19, 2000
----------------------- and Controller (Principal
Mary Rose Colonna Accounting Officer)
/s/ Fred A. de Boom Director July 20, 2000
----------------------
Fred A. de Boom
<PAGE>
/s/ Gerald Knudson Director July 20, 2000
----------------------
Gerald Knudson
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
-------- -----------
4.1 Acacia Research Corporation 1996 Stock Option Plan (as
amended) (1).
4.2 Form of Employee Incentive Stock Option Agreement. (2)
4.3 Form of Employee Nonqualified Stock Option Agreement. (2)
4.4 Form of Non-Employee Director Nonqualified Stock Option
Agreement. (3)
5.1 Opinion of Counsel regarding the legality of the common
stock to be issued.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney (included in this Registration Statement
on page S-1).
(1) Previously filed and incorporated by reference as
Appendix A to the Company's Definitive Proxy Statement on
Schedule 14A filed with the Commission on April 20, 2000
(file number 000-26068).
(2) Previously filed and incorporated by reference from the
Company's Registration Statement on Form S-8 filed with the
Commission on February 21, 1997 (registration number 333-22197),
as amended.
(3) Previously filed and incorporated by reference from the
Company's Registration Statement on Form S-8 filed with the
Commission on August 28, 1998 (registration number 333-62389), as
amended.
