Current Report Filing (8-k)
June 25 2020 - 4:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 25, 2020 (June 19, 2020)
ACACIA RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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001-37721
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95-4405754
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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4 Park Plaza, Suite 550
Irvine, California
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92614
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (949)
480-8300
Not
applicable
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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ACTG
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The NASDAQ Stock Market, LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.
On June 19, 2020,
Acacia Research Group (“ARG”), the primary operating subsidiary of Acacia Research Corporation (the “Company”),
entered into an Employment Agreement (the “Amended Employment Agreement”) with Marc W. Booth, the Company’s Chief
Intellectual Property Officer. The Amended Employment Agreement amends and restates in its entirety Mr. Booth’s prior Employment
Agreement with ARG, dated August 8, 2018 and amended July 9, 2019.
Pursuant to the
terms of the Amended Employment Agreement, Mr. Booth will (i) receive an annual salary of $425,000 and (ii) be eligible to receive
an annual bonus in an amount ranging from 25-75% of his annual salary, to be determined by the Board of Directors of the Company
(the “Board”) in accordance with annual performance objectives established by the Board on an annual basis. Either
ARG or Mr. Booth may terminate his employment upon 30 days’ written notice.
The foregoing
description of the Amended Employment Agreement does not purport to be complete and is subject to and qualified in its entirety
by reference to the full and complete text of the Amended Employment Agreement, which is filed hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ACACIA RESEARCH CORPORATION
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Date: June 25, 2020
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/s/ Clifford Press
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Chief Executive Officer
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