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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Acacia Research Technologies | NASDAQ:ACTG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.04 | -0.82% | 4.85 | 4.77 | 4.99 | 4.92 | 4.86 | 4.90 | 124,853 | 01:00:00 |
Delaware
|
95-4405754
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification Number)
|
Title of Securities to be Registered
|
Amount to be
Registered (1)
|
Proposed Maximum
Offering Price Per Share
|
Proposed Maximum
Aggregate Offering Price
|
Amount of
Registration Fee
|
Common Stock, par value $0.001 per share, under:
|
|
|
|
|
2016 Acacia Research Corporation Stock Incentive Plan
|
4,500,000
|
$4.70(2)
|
$21,150,000
|
$2,451.29
|
(1)
|
The number of shares of common stock, par value $0.001 per share (“Common Stock”), stated above consists of the aggregate number of shares which may be sold (a) upon the exercise of options which have been granted under the 2016 Acacia Research Corporation Stock Incentive Plan (the “2016 Plan”) and (ii) upon the exercise of options or issuances of stock awards which may hereafter be granted under the 2016 Plan. The maximum number of shares which may be sold upon the exercise of such options or issuance of stock awards granted under the 2016 Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the 2016 Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions of the 2016 Plan.
|
(2)
|
This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act as follows: (a) in the case of shares of Common Stock which may be purchased upon exercise of outstanding options, the fee is calculated on the basis of the price at which the options may be exercised; and (b) in the case of shares of Common Stock for which options and stock awards have not yet been granted and the option price of which is therefore unknown, the fee is calculated on the basis of the average of the high and low sale prices per share of the Common Stock on The Nasdaq Global Select Market as of a date (
May 5, 2017
) within five business days prior to filing this Registration Statement.
|
•
|
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on March 10, 2017 and the portions of the Registrant’s Definitive Proxy Statement on Schedule 14A for its 2017 annual meeting of stockholders, filed with the Commission on May 1, 2017, incorporated by reference into the Registrant’s Annual Report on Form 10-K;
|
•
|
the description of the Registrant’s Common Stock contained in the registration statement on Form 8-A filed with the Commission on December 19, 2002, as amended by Amendment No. 1 to Form 8-A filed with the Commission on August 14, 2008, and any amendment or report filed with the Commission for the purpose of updating such description; and
|
•
|
all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to above.
|
Exhibit Number
|
Exhibit
|
3.1
|
Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on June 5, 2008 (File No. 000-26068)).
|
3.2
|
Amended and Restated Bylaws (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on March 28, 2016 (File No. 000-37721)).
|
4.1
|
First Amended and Restated Tax Benefits Preservation Plan, dated April 28, 2017, by and between Acacia Research Corporation and Computershare Inc., as Rights Agent, which includes the form of Certificate of Designation of Series A Cumulative Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Terms as Exhibit C (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on May 4, 2017 (File No. 000-26068)).
|
5.1 +
|
Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation.
|
23.1 +
|
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
|
23.2 +
|
Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (contained in Exhibit 5.1).
|
24.1 +
|
Power of Attorney (included on the signature page to this registration statement).
|
99.1
|
2016 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Annex A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 28, 2016).
|
+
|
Filed herewith
|
Signature
|
Title
|
Date
|
/s/ Robert Stewart
Robert Stewart
|
Principal Executive Officer
|
May 11, 2017
|
|
|
|
/s/ Clayton J. Haynes
Clayton J. Haynes
|
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
May 11, 2017
|
|
|
|
/s/ William S. Anderson
William S. Anderson
|
Director
|
May 11, 2017
|
|
|
|
/s/ Fred A. de Boom
Fred A. de Boom
|
Director
|
May 11, 2017
|
|
|
|
/s/ Edward W. Frykman
Edward W. Frykman
|
Director
|
May 11, 2017
|
|
|
|
/s/ G. Louis Graziadio, III
G. Louis Graziadio, III
|
Executive Chairman and Director
|
May 11, 2017
|
|
|
|
/s/ Frank E. Walsh, III
Frank E. Walsh, III
|
Director
|
May 11, 2017
|
Exhibit Number
|
Exhibit
|
3.1
|
Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on June 5, 2008 (File No. 000-26068)).
|
3.2
|
Amended and Restated Bylaws (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on March 28, 2016 (File No. 000-37721)).
|
4.1
|
First Amended and Restated Tax Benefits Preservation Plan, dated as of April 28, 2017, by and between Acacia Research Corporation and Computershare Inc., as Rights Agent, which includes the form of Certificate of Designation of Series A Cumulative Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Terms as Exhibit C (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on May 4, 2017 (File No. 000-26068)).
|
5.1 +
|
Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation.
|
23.1 +
|
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
|
23.2 +
|
Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (contained in Exhibit 5.1).
|
24.1 +
|
Power of Attorney (included on the signature page to this registration statement).
|
99.1
|
2016 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Annex A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 28, 2016).
|
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