-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GLI+3Rixzbqyy2T3tdoPOfPuEmJo1uyQyXlb3aWay4RhlakeFADXG3leBjAWDlnl y+86Y7lYp5L7zgfF4ssw4w== 0001005477-98-000840.txt : 19980324 0001005477-98-000840.hdr.sgml : 19980324 ACCESSION NUMBER: 0001005477-98-000840 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980323 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACACIA RESEARCH CORP CENTRAL INDEX KEY: 0000934549 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 954405754 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51585 FILM NUMBER: 98571053 BUSINESS ADDRESS: STREET 1: 12 SOUTH RAYMOND AVENUE STREET 2: STE B CITY: PASADENA STATE: CA ZIP: 91105 BUSINESS PHONE: 8184496431 MAIL ADDRESS: STREET 1: 12 S RAYMOND AVENUE STREET 2: SUITE B CITY: PASADENA STATE: CA ZIP: 91105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHMIDT DAVID H CENTRAL INDEX KEY: 0001045502 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SOUNDVIEW TECHNOLOGIES INC STREET 2: TWO SOUNDVIEW DRIVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036613301 MAIL ADDRESS: STREET 1: SONDVIEW TECHNOLOGIES INC STREET 2: TWO SOUNDVIEW DRIVE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Acacia Research Corporation --------------------------- (Name of Issuer) Common Stock, no par value per share ------------------------------------ (Title of Class of Securities) 003881 10 9 -------------- (CUSIP Number) David H. Schmidt 10 Juniper Road Rowayton, CT 06853 (203) 866-7161 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 17, 1998 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 7 Pages SCHEDULE 13D Cusip No. 003881 10 9 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) David H. Schmidt - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 161,500 shares of Shares common stock Bene- ficially (8) Shared Voting Power Not applicable Owned by Each (9) Sole Dispositive Power 161,500 shares of Reporting common stock Person With (10) Shared Dispositive Power Not applicable - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 161,500 shares of common stock - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] Page 2 of 7 Pages - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 4.4% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN Page 3 of 7 Pages Amendment No. 1 to Schedule 13D The Schedule 13D, dated July 6, 1997, filed by David H. Schmidt ("Mr. Schmidt"), a citizen of the United States, with respect to the Common Stock, with no par value per share (the "Shares"), of Acacia Research Corporation, a California corporation (the "Issuer"), is hereby amended and restated in its entirety as set forth below in this Amendment No. 1: Item 1. Security and Issuer. This Schedule 13D report relates to the common stock, with no par value per share (the "Shares"), of Acacia Research Corporation (the "Issuer"). The principal executive offices of the Issuer are located at 12 South Raymond Avenue, Pasadena, California 91105. Item 2. Identity and Background. This statement is filed by David H. Schmidt. Mr. Schmidt's address is 10 Juniper Road, Rowayton, Connecticut 06853. The present principal employment of Mr. Schmidt is as Vice President and Director of Technology of Soundview Technologies Incorporated ("Soundview") located at Two Soundview Drive, Greenwich, Connecticut 06830. The principal business of Soundview is the development of technology related to the telecommunications field, which includes audio and video blanking systems, also known as V-chip technology, and the pursuit of business opportunities to commercialize its technology. During the last five years, Mr. Schmidt has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in Mr. Schmidt being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Schmidt is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to a Common Stock Purchase Agreement, dated as of July 6, 1997, by and among the Issuer, David H. Schmidt and H. Lee Browne (the "Purchase Agreement"), Mr. Schmidt acquired 200,000 Shares on July 6, 1997, in exchange for the sale by Mr. Schmidt of 1,312,500 shares of common stock of Soundview (the "Soundview Shares") to the Issuer. In addition to the 200,000 Shares, Mr. Schmidt also received from the Issuer as payment for the Soundview Shares $250,000 in cash and a non-recourse promissory note in the amount of $450,000. Page 4 of 7 Pages Item 4. Purpose of Transaction. The purpose of this transaction is to report the disposition of the Issuer's securities which were acquired by Mr. Schmidt pursuant to the Purchase Agreement as set forth in Item 3 above. Item 5. Interest in Securities of the Issuer. (a) The aggregate number of Shares beneficially owned by Mr. Schmidt is 161,500, or 4.4% of the number of Shares outstanding (based on there being 3,616,187 Shares outstanding as of March 20, 1998, based upon information provided to Mr. Schmidt by the Issuer). (b) Mr. Schmidt has sole power to vote or to direct the vote and to dispose or to direct the disposition of the 161,500 Shares beneficially owned by him. No one has shared power to vote or to direct the vote or to dispose or to direct the disposition of such Shares. (c) In the 60 days preceding the date of this statement, Mr. Schmidt has disposed of 48,500 Shares as listed in Schedule A attached hereto. All such transactions were open market transactions. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Shares beneficially owned by Mr. Schmidt. (e) As of March 12, 1998, Mr. Schmidt ceased to beneficially own 5% or more of the outstanding Shares. Item 6. Contracts, Arrangements, Undertakings or Relationships With Respect to Securities of the Issuer. Other than the Purchase Agreement, there are no contracts, arrangements, understanding or relationships (legal or otherwise) between Mr. Schmidt and any person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. None. [Signature Page to Follow] Page 5 of 7 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 19, 1998 /s/ David H. Schmidt ------------------------------ David H. Schmidt Page 6 of 7 Pages SCHEDULE A Transaction Date No. of Shares Sold Price Per Share - ---------------- ------------------ --------------- February 27, 1998 2,000 9 1/2 February 27, 1998 1,100 9 1/2 March 2, 1998 1,000 9 3/4 March 3, 1998 1,000 10 3/16 March 3, 1998 300 10 3/4 March 5, 1998 100 11 3/4 March 5, 1998 1,000 11 1/8 March 5, 1998 1,000 11 1/8 March 5, 1998 500 10 3/4 March 5, 1998 200 10 3/4 March 6, 1998 2,000 12 1/4 March 9, 1998 1,000 12 3/4 March 9, 1998 1,000 12 3/4 March 12, 1998 200 12 3/4 March 12, 1998 800 12 3/4 March 12, 1998 1,000 12 3/4 March 12, 1998 1,000 13 3/8 March 12, 1998 1,000 13 3/8 March 12, 1998 2,000 13 March 12, 1998 2,000 13 5/8 March 12, 1998 2,000 13 5/8 March 12, 1998 300 14 1/4 March 12, 1998 700 14 1/4 March 12, 1998 1,000 14 1/4 March 12, 1998 1,300 14 5/8 March 12, 1998 400 14 5/8 March 12, 1998 100 14 5/8 March 12, 1998 200 14 5/8 March 12, 1998 1,000 15 1/4 March 12, 1998 1,000 15 13/16 March 12, 1998 1,000 16 1/4 March 13, 1998 1,000 17 1/2 March 13, 1998 2,000 15 7/8 March 13, 1998 1,000 15 March 13, 1998 100 15 March 17, 1998 2,000 15 1/2 March 17, 1998 4,000 16 March 17, 1998 3,200 16 1/4 March 17, 1998 4,000 16 3/8 March 17, 1998 2,000 16 7/8 Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----