<PAGE> 1
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):
December 11, 1995 (November 30, 1995)
PATRIOT SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-22182 84-1070278
(State or other jurisdiction of (Commission File Number (IRS Employer Identification No.)
incorporation or organization)
</TABLE>
<TABLE>
<S> <C>
12875 Brookprinter Place, Suite 300, Poway, California 92064
(Address of principal executive offices) (Zip Code)
</TABLE>
(619) 679-4428
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS
Private Placement of Common Shares
Pursuant to a subscription agreement dated November 30, 1995, the Company has
completed the private placement and issuance of 500,000 common shares for
proceeds of $250,000. There was no commission or finders fee paid in connection
with this placement.
In connection with the placement the Company granted the purchaser, SEA, Ltd.,
a nontransferable warrant to purchase an additional 500,000 common shares at
$0.50 per share until February 1, 1996. The Company also granted the purchaser
certain piggyback and demand registration rights.
Upon completion of the above issuance the Company had 28,337,226 common shares
issued and outstanding, of which 5,000,000 are escrowed subject to an earnout
arrangement.
New Director Appointed
On December 6, 1995 the Company announced the appointment of Richard D.
McDaniel, age 70, to fill a vacancy in its Board of Directors. Mr. McDaniel is
the retired Chairman and CEO of The First National Bank of North East, Maryland
(1963-1987) and is presently engaged in private investment banking. Since 1960
he has been Chairman of McDaniel Enterprises, Inc., a Wilmington, Delaware
based family holding company and since 1993 he has been Chairman and owner of
XRA, Ltd. and GP America, Inc., importers and distributors of medical X-ray
film. In July 1995 he became Chairman of Smart Business Systems a copier and
facsimile equipment distributor. He graduated with a Degree in Business from
the University of Delaware in 1950.
Mr. McDaniel is indirect beneficial owner of the 500,000 common shares
purchased through SEA, Ltd., an investment company, as described above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
None
(b) Pro forma financial information.
None
(c) Exhibits
10.4 Stock Purchase Agreement dated November 29 and 30, 1995 between the
Company and SEA, Ltd.
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.
PATRIOT SCIENTIFIC CORPORATION
Date: December 11, 1995 By: Signature
-------------------------
Robert Putnam
Secretary/Treasurer
<PAGE> 1
FORM 8-K
PATRIOT SCIENTIFIC CORPORATION
EXHIBIT 10.4
Stock Purchase Agreement
<PAGE> 2
Dorothy Howson, Secretary
Sea, Ltd.
P.O. Box N-918
Nassau, Bahamas
STOCK PURCHASE AGREEMENT
November 29, 1995
Dear Ms. Howson:
As a result of our recent discussions on the subject and as president and chief
executive officer of Patriot Scientific Corporation I am authorized to offer
SEA the following in exchange for a cash investment in Patriot:
1. This Stock Purchase Agreement is between Sea, Ltd. (SEA) and Patriot
Scientific Corporation (Patriot or Company), a publicly traded company with its
main office in Poway, California.
2. I hereby represent that Patriot is a debt-free company (no long term debt)
and that the proceeds are for working capital and none of the proceeds is for
the purpose of debt liquidation.
3. In exchange for an immediate cash purchase of $250,000, SEA will be issued
500,000 shares of Patriot common stock priced at $.50 per share. These shares
will bear a restrictive legend.
4. The shares to be issued have not been registered under the Securities Act
of 1933, they are being issued in reliance upon an exemption from the
registration requirements for private placements. You understand that any
resale must be made in compliance with the terms of Rule 144 or upon an
exemption or registration. Patriot agrees however to register the shares
(including those in Item 5 below) in any future registration statement filed by
Patriot (other than registration statements filed in connection with employee
benefit plans or mergers) for a period of three years after the closing subject
to customary terms and conditions relating to such registration rights
including limitations imposed by underwriters. We also agree, that upon your
request, to use our reasonable best efforts to effect a registration of the
shares, subject to the limitations and restrictions generally associated with
demand registration rights.
5. In connection with the above, you are hereby granted a non-transferable
Warrant to purchase an additional 500,000 shares at the same price of $.50 per
share until February 1, 1996.
6. You represent that Sea, Ltd. has such knowledge and experience in financial
and business matters so as to enable Sea, Ltd. to evaluate the merits and risks
of an investment in the shares and to make an informed decision with respect
thereto.
7. You acknowledge that you have had access to all of our regulatory filings
and have had the opportunity to ask questions concerning the Company and all
questions have been answered to your satisfaction.
8. In addition, the Company is interested in securing a line of credit to be
used in the ordinary course of business as needed and your assistance in
obtaining such would be greatly appreciated.
If the above meets with your understanding and approval please sign in the
space provided below and fax a copy to 619.486.3922 and we will proceed
accordingly. Upon receipt of $250,000 we will immediately order a stock
certificate from the company transfer agent (Interwest Transfer) in the amount
of 500,000 shares.
For your information it should only take a few days for the transfer agent to
cut your certificate and it will be mailed per your instructions. This offer
expires November 30, 1995.
Sincerely,
<TABLE>
<S> <C>
Signature 11-29-95
- ------------------------- --------
Elwood G. Norris Date
President & CEO
Signature 11-30-95
- -------------------------- --------
Sea, Ltd. Date
Linda M. Wilde, Secretary
</TABLE>
