Attached files
file | filename |
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EX-31.2 - CERTIFICATION - ACACIA RESEARCH CORP | acacia_10k-ex3102.htm |
EX-31.1 - CERTIFICATION - ACACIA RESEARCH CORP | acacia_10k-ex3101.htm |
EX-32.1 - CERTIFICATION - ACACIA RESEARCH CORP | acacia_10k-ex3201.htm |
EX-32.2 - CERTIFICATION - ACACIA RESEARCH CORP | acacia_10k-ex3202.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009
OR
FOR
THE TRANSITION PERIOD
FROM ________ TO __________.
Commission
File Number 0-26068
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
organization)
|
Identification
No.)
|
500
NEWPORT CENTER DRIVE, NEWPORT BEACH, CA
|
92660
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (949) 480-8300
Securities
registered pursuant to Section 12(b) of the Act:
Title of Each
Class
|
Name
of Each Exchange on Which Registered
|
Common
Stock, $0.001 par value
|
The
NASDAQ Stock Market, LLC
|
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨ No þ
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to filing requirements for the
past 90 days. Yes þ No £
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes o No o
Indicate
by check mark that disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. þ
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer ¨
|
|
Accelerated
filer þ
|
Non-accelerated
filer ¨ (Do not check if
a smaller reporting company)
|
Smaller
reporting company ¨
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes ¨ No þ
The
aggregate market value of the registrant’s common stock held by non-affiliates
of the registrant, computed by reference to the last sale price of such stock
reported on The NASDAQ Global Market, as of June 30, 2009, was approximately
$236,617,000. (All executive officers and directors of the registrant are
considered affiliates.)
As of
February 23, 2010, 33,148,984 shares of common stock were issued and
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the registrant’s definitive proxy statement for its Annual Meeting of
Stockholders to be filed with the Commission within 120 days after the close of
its fiscal year are incorporated by reference into Part III.
EXPLANATORY
NOTE
We are
filing this Amendment No. 1 on Form 10-K/A to amend our annual report on Form
10-K for the year ended December 31, 2009, filed with the SEC on February
26, 2010, solely to include the certifications as a part of our
original Form 10-K, which are specified in Rule 13a-14(b) under the
Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, and required to be
filed. While Exhibits 31.1 and 31.2 were filed with the original Form
10-K, Exhibits 32.1 and 32.2 were inadvertently omitted from the original
filing. No other changes have been made to the original Form 10-K as filed. This
Amendment No. 1 does not reflect events occurring after the filing of the
original Form 10-K or modify or update those disclosures affected by subsequent
events.
2
ACACIA
RESEARCH CORPORATION
FORM
10-K ANNUAL REPORT
FISCAL
YEAR ENDED DECEMBER 31, 2009
TABLE
OF CONTENTS
PART
IV
|
||
15.
|
Exhibits,
Financial Statement Schedules
|
4
|
3
PART
IV
Item
15.
|
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
|
(b)
|
Exhibits.
The following exhibits are either filed herewith or incorporated herein by
reference:
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934
|
32.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the
Securities Exchange Act of 1934 and 18 U.S.C. Section
1350
|
32.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the
Securities Exchange Act of 1934 and 18 U.S.C. Section
1350
|
4
SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ACACIA RESEARCH CORPORATION | |||
Dated: February
26, 2010
|
By:
|
/s/ Paul R. Ryan | |
Paul R. Ryan | |||
Chairman
of the Board
and
Chief Executive Officer
(Authorized
Signatory)
|
Exhibit
Number
|
Description
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934
|
32.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the
Securities Exchange Act of 1934 and 18 U.S.C. Section
1350
|
32.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the
Securities Exchange Act of 1934 and 18 U.S.C. Section
1350
|