Item 8.01 Other Events.
On November 18, 2019, Acacia Research Corporation ("we," "us," "our," "Acacia,"
or the "Company") announced that it had entered into a Securities Purchase
Agreement (the "Purchase Agreement") with Starboard Value LP (together with its
affiliates, "Starboard"). The Purchase Agreement provided for, among other
things, the issuance to Starboard of (i) 350,000 shares of Acacia Series A
Convertible Preferred Stock (the "Preferred Shares"), (ii) warrants to purchase
up to 5,000,000 shares of Acacia's common stock (the "Series A Warrants") and
(iii) warrants to purchase up to 100,000,000 shares of Common Stock at a later
date upon the satisfaction of certain conditions set forth in the Purchase
Agreement (the "Series B Warrants," and together with the Series A Warrants, the
"Warrants"). On December 10, 2019, we filed a preliminary proxy statement with
the U.S. Securities and Exchange Commission ("SEC") soliciting the stockholder
approval of: (i) the voting of the Preferred Shares on an as-converted basis;
(ii) the issuance of the maximum number of shares of Acacia common stock
issuable in connection with the potential future (a) conversion of the Preferred
Shares and (b) exercise of Warrants (such proposals in (i) and (ii) referred to
collectively as the "Nasdaq Proposal"), and (iii) an amendment to our
Certificate of Incorporation to increase the number of our issued and
outstanding shares of common stock from 100,000,000 to 300,000,000 (the "Charter
Amendment"). On January 17, 2020, we filed a definitive proxy statement (the
"Definitive Proxy Statement") with the SEC.
On December 31, 2019, we and the members of our board of directors were named as
defendants in a putative stockholder class action filed in the Court of Chancery
of the State of Delaware (the "Court") styled as Wilson v. O'Connell, et al.,
Case No. 2019-1049-JTL. The complaint alleges that the Individual Defendants
violated their fiduciary duties of care, loyalty, good faith and/or disclosure
by failing to disclose in the Preliminary Proxy Statement allegedly material
information about the financing transaction with Starboard Value. Among other
remedies, the plaintiff sought to hold our directors liable for allegedly
breaching their fiduciary duties. After the complaint was filed, and without
admitting that the allegations in the complaint had any merit, the Company
determined to supplement the Definitive Proxy Statement by including additional
disclosures concerning the Purchase Agreement, Nasdaq Proposal, and Charter
Amendment in a Schedule 14A filed with the SEC on February 5, 2020. On February
25, 2020, the Court approved a stipulation under which the plaintiff voluntarily
dismissed the action with prejudice as to himself only, but without prejudice as
to any other putative class member. The Court retained jurisdiction solely for
the purpose of adjudicating the anticipated application of plaintiff's counsel
for an award of attorneys' fees and reimbursement of expenses in connection with
the supplemental disclosures included in the Schedule 14A filed on February 5,
2020. Without admitting that the allegations in the complaint had any merit and
while continuing to maintain that such allegations were without merit, the
Company decided it was in its and the stockholders' best interests to resolve
the plaintiff's counsel's claim for a mootness fee and avoid further litigation
of the issue by agreeing to pay $75,000 to plaintiff's counsel for attorneys'
fees and expenses in full satisfaction of their claim for attorneys' fees and
expenses in the action. The Court has not been asked to review, and will pass no
judgment on, the payment of the attorneys' fees and expenses or their
reasonableness.
2
© Edgar Online, source Glimpses