SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-A/A
Amendment
No. 1
For
Registration of Certain Classes of Securities
Pursuant
to Section 12(b) or (g) of the
Securities
Exchange Act of 1934
Acacia Research
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
|
|
95-4405754
|
(State
of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
500 Newport Center Drive, Newport
Beach, CA 92660
(Address,
including zip code, of principal executive offices)
If this Form relates
to the registration of a class of securities pursuant to Section 12(b) of
the Exchange Act and is effective pursuant to General Instruction A.(c),
check the following box.
|
o
|
|
|
If this Form relates
to the registration of a class of securities pursuant to Section 12(g) of
the Exchange Act and is effective pursuant to General Instruction A.(d),
check the following box.
|
x
|
Securities
Act registration statement file number to which this Form
relates:_________________ (if applicable)
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to be so registered
|
|
Name
of each exchange on which
each class is to be
registered
|
|
|
|
None
|
|
Not
Applicable
|
Securities
to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
per share
(Title of
Class)
AMENDMENT
NO. 1 TO FORM 8-A
The
undersigned registrant hereby amends its Registration Statement on Form 8-A
filed with the Securities and Exchange Commission (the “Commission”) on December
19, 2002, by adding the information set forth below.
ITEM
1.
DESCRIPTION OF
REGISTRANT’S SECURITIES TO BE REGISTERED
Effective
June 3, 2008, upon the filing of an Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware, each
outstanding share of our AR-Acacia Technologies common stock, par value $.001
per share, was automatically reclassified and converted to one (1) fully paid
and non-assessable share of common stock, par value $0.001 per
share.
Our
authorized capital stock includes 100,000,000 shares of common stock, par value
$0.001 per share. Holders of our common stock are entitled to one vote for each
share held on all matters submitted to a vote at a meeting of stockholders and
do not have cumulative voting rights. Accordingly, holders of a majority of the
shares of our common stock may elect all of the directors standing for election.
Holders of our common stock are entitled to receive ratably any dividends
declared by our Board of Directors. Upon our liquidation, dissolution or
winding-up, holders of our common stock are entitled to receive ratably our net
assets available for distribution after the payment of all debts and other
liabilities, subject to any prior rights of any outstanding preferred stock.
Holders of our common stock have no preemptive, subscription, redemption or
conversion rights. The outstanding shares of our common stock are fully paid and
non-assessable.
ITEM
2.
EXHIBITS
1.
|
Amended
and Restated Certificate of Incorporation filed with the Secretary of
State of the State of Delaware on June 3,
2008.*
|
* Incorporated
by reference to Exhibit 3 to Form 8-K filed with the Securities and Exchange
Commission on June 3, 2008.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
|
ACACIA
RESEARCH CORPORATION
|
|
|
|
|
|
|
By:
|
/s/ Paul
R. Ryan
|
|
|
|
Paul
R. Ryan, Chairman and Chief Executive Officer
|
|
|
|
|
|
Date
:
August
14, 2008
EXHIBIT
INDEX
Exhibit
No.
|
|
Exhibit
|
|
|
|
1.
|
|
Amended
and Restated Certificate of Incorporation filed with the Secretary of
State of the State of Delaware on June 3,
2008.*
|
* Incorporated
by reference to Exhibit 3 to Form 8-K filed with the Securities and Exchange
Commission on June 3, 2008.