================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM 10-Q/A AMENDMENT NO. 2 TO FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002 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 Identification No.) Incorporation or organization) 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 -------------- 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 such filing requirements for the past 90 days. Yes [X] No [ ] At May 10, 2002, the registrant had 19,629,376 shares of common stock, $0.001 par value, issued and outstanding. ================================================================================ EXPLANATORY NOTE This quarterly report on Form 10-Q/A for the quarterly period ended June 30, 2002 is being filed solely to provide the certifications required by Rule 13a-14 of the Securities Exchange Act of 1934. This Form 10-Q/A constitutes Amendment No. 2 to Acacia Research Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002. SIGNATURE 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 thereunto duly authorized. ACACIA RESEARCH CORPORATION DATED: November 5, 2002 /s/ Paul Ryan ---------------------------------- Paul Ryan Chief Executive Officer (Authorized Signatory) DATED: November 5, 2002 /s/ Clayton J. Haynes ---------------------------------- Clayton J. Haynes Chief Financial Officer/Treasurer (Principal Financial Officer) CERTIFICATIONS I, Paul Ryan, Chief Executive Officer of Acacia Research Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Acacia Research Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; Date: November 5, 2002 /s/ Paul Ryan ---------------------------------- Paul Ryan Chief Executive Officer I, Clayton J. Haynes, Chief Financial Officer and Treasurer of Acacia Research Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Acacia Research Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; Date: November 5, 2002 /s/ Clayton J. Haynes ---------------------------------- Clayton J. Haynes Chief Financial Officer/Treasurer