<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
PATRIOT SCIENTIFIC CORPORATION
(Exact name of Registrant as specified in charter)
DELAWARE 84-1070278
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
12875 BROOKPRINTER PLACE, SUITE 300
POWAY, CALIFORNIA 92064
(619) 679-4428
(Address and telephone number of registrant's
principal executive offices and principal place
of business)
ROBERT PUTNAM, SECRETARY
12875 BROOKPRINTER PLACE, SUITE 300
POWAY, CALIFORNIA 92064
(619) 679-4428
(Name, address and telephone number of agent for service)
1992 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
COPIES TO:
JOHN D. BRASHER JR., ESQ.
BRASHER & COMPANY, ATTORNEYS AT LAW
90 MADISON STREET, SUITE 707, DENVER, COLORADO 80206
(303) 355-3000
If any of the Securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
Dividend or Interest Reinvestment Plans, check the following line: X
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
Title of Proposed Proposed
Each Class Amount Maximum Maximum Amount of
of Securities Being Offering Price Aggregate Registration
Being Registered Registered Per Share Offering Price (2) Fee (3)
================================================================================================================
<S> <C> <C> <C> <C>
Common Stock (1) 750,000 $2.57 $1,927,500.00 $ 664.66
================================================================================================================
</TABLE>
(1) The securities registered hereunder are shares of the registrant's common
stock, $.0001 par value, subject to issuance upon the exercise of stock
options granted under the registrant's 1992 Incentive Stock Option Plan.
(2) Estimated for purpose of calculating the registration fee.
(3) The fee with respect to these shares has been calculated pursuant to
Rules 457(h) and 457(c) under the Securities Act of 1933, as amended, and
based upon the average of the bid and ask prices per share of the
Registrant's Common Stock on a date within five (5) days prior to the
date of filing of this Registration Statement, as quoted on the OTC
Electronic Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement of Patriot Scientific Corporation, a Delaware corporation
("Company"), and in the related Section 10(a) prospectus:
(a) The Company's annual report on Form 10-KSB for the fiscal year ended
May 31, 1995;
(b) Company's quarterly reports on Form 10-QSB for the fiscal quarters
ended August 31, 1995; November 30, 1995; and February 28, 1996;
(c) The Company's current reports on Form 8-K dated June 6, 1995, July
11, 1995, July 14, 1995 and December 11, 1995.
(d) Item 11 (Description of Securities) contained in registration
statement on Form 8-A of the Company, SEC file No. 0-22182.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereunder have been sold and which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of 40,000,000
shares of Common Stock, $.00001 par value per share. There are no preferred
shares authorized. The holders of Common Stock are entitled to one vote for each
share held. The affirmative vote of a majority of votes cast at a meeting which
commences with a lawful quorum is sufficient for approval of most matters upon
which shareholders may or must vote, including the questions presented for
approval or ratification at the Annual Meeting. However, removal of a director
from office or repeal of the certificate of incorporation in its entirety
require the affirmative vote of a majority of the total voting power for
approval, and certain other matters (such as shareholder amendment of the
bylaws, and amendment, repeal or adoption of any provision inconsistent with
provisions in the certificate of incorporation regarding indemnification of
directors, officers and others, exclusion of director liability, and the
Company's election not to be governed by statutory provisions concerning
business combinations with interested shareholders) require the affirmative vote
of two-thirds of the total voting power for approval. Common Shares do not carry
cumulative voting rights, and holders of more than 50% of the Common Stock have
the power to elect all directors and, as a practical matter, to control the
Company.
Holders of Common Stock are not entitled to preemptive rights, and the
Common Stock is not subject to redemption. Holders of Common Stock are entitled
to receive, pro rata, dividends when and as declared by the Board of Directors
out of funds legally available therefor. Upon liquidation, dissolution or
winding-up of the Company, holders of Common Stock are entitled to share ratably
in the Company's assets legally available for distribution to its shareholders.
Options have been granted as to an aggregate of 630,000 shares issuable
under the 1992 Incentive Stock Option Plan. The Company anticipates that the
holders of options affecting approximately 630,000 shares purchasable under the
plan will enter into lock up and leakage agreements concerning the shares
purchased under the plan which will limit sales of those securities to an amount
each month not exceeding ten percent of the number subject to option. However,
permitted sales not made in a particular month may be cumulated and sold in one
or more subsequent months.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Pursuant to Article NINTH of the Company's Certificate of
Incorporation, and as permitted by Section 145 of the General Corporation Law of
Delaware, the Company may indemnify its directors and officers under certain
circumstances against reasonable expenses (including court costs and attorney's
fees), judgments, penalties, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which any of them is a
party by reason of his being a director, officer, employee, or agent of the
Company if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provisions. Thus, the
indemnification provisions will protect officers and directors from liability
only if the officer or director meets the applicable standard of conduct and the
Company has the financial ability to honor the indemnity. Insofar as
indemnification for liabilities under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the registrant pursuant
to the General Corporation Law of Delaware, the Certificate of Incorporation, or
otherwise, the registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in such Act, and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable; no common shares of the Company registered hereunder
have been sold or issued.
ITEM 8. EXHIBITS.
5.1 Consent and opinion of Brasher & Company, counsel to the Company
10.1 1992 Incentive Stock Option Plan of the Company
10.1.1 Amendment to 1992 Incentive Stock Option Plan
23.1 Consent of BDO Seidman, LLP, independent certified public accountants
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at such time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be initial bona fide
offering thereof.
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(5) Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Denver, Colorado, on the date below.
DATED: July 17, 1996
PATRIOT SCIENTIFIC CORPORATION
By /s/ MICHAEL A. CARENZO
--------------------------------------
MICHAEL A. CARENZO, CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates respectively indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL A. CARENZO Director, President 07/17/96
--------------------------------
MICHAEL A. CARENZO Chief Executive Officer
/s/ ELWOOD G. NORRIS Director, Chairman of the Board 07/17/96
--------------------------------
ELWOOD G. NORRIS
/s/ ROBERT PUTNAM Director, Secretary, Treasurer 07/17/96
--------------------------------
ROBERT PUTNAM Principal Financial Officer
Principal Accounting Officer
/s/ RICHARD D. MCDANIEL Director 07/17/96
--------------------------------
RICHARD D. MCDANIEL
/s/ DONALD R. BERNIER Director 07/17/96
--------------------------------
DONALD R. BERNIER
/s/ PETER VR. COOPER Director 07/17/96
--------------------------------
PETER VR. COOPER
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
EXHIBITS
PATRIOT SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
EXHIBIT INDEX
The following exhibits are included as part of this registration
statement, except those marked as having previously been filed with the
Securities and Exchange Commission and which are incorporated by reference to
another registration statement, report or form. References to the "Company" in
this Exhibit Index mean PATRIOT SCIENTIFIC CORPORATION, a Delaware corporation.
<TABLE>
<S> <C>
5.1 Consent and opinion of Brasher & Company, counsel to the Company (1)
10.1 1992 Incentive Stock Option Plan of the Company (2)
10.1.1 Amendment to 1992 Incentive Stock Option Plan (1)
23.1 Consent of BDO Seidman, LLP, independent certifiied public accountants (1)
(1) Exhibit filed herewith this Registration Statement on Form S-8.
(2) Incorporated by reference to Exhibit 10.1 to the Company's report
on Form 8-K dated May 12, 1992.
</TABLE>
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<PAGE> 1
PATRIOT SCIENTIFIC CORPORATION
FORM S-8
Registration Statement
EXHIBIT NO. 5.1
Consent of Brasher & Company,
Attorneys at Law
<PAGE> 2
BRASHER & COMPANY
(LETTERHEAD)
July 12, 1996
Board of Directors
PATRIOT SCIENTIFIC CORPORATION
12875 Brookprinter Place, Suite 300
Poway, California 92064
Re: Registration Statement on Form S-8
1992 Incentive Stock Option Plan
Gentlemen:
We have acted as counsel to PATRIOT SCIENTIFIC CORPORATION, a Delaware
corporation ("Company"), in connection with the preparation and filing with the
U.S. Securities and Exchange Commission ("Commission") under the Securities Act
of 1933, as amended ("Act"), of the Company's registration statement on Form S-8
(together with all amendments, supplements and exhibits, the "Registration
Statement"). This Registration Statement relates to the registration under the
Act of 750,000 shares of the Company's common stock, $.00001 par value
("Shares"), which may be issued pursuant to the Company's 1992 Incentive Stock
Option Plan ("Plan").
In connection with the opinions herein expressed, we have reviewed the
Plan and the Registration Statement and included prospectus, and have examined
and relied upon, as to factual matters, originals or certified or photostatic
copies of such corporate records, including, without limitation, minutes of the
Board of Directors and other instruments, certificates of corporate officers and
such other documents as we have deemed necessary or appropriate for the opinions
expressed herein. In making such examinations, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified or photostatic copies, and the
authenticity of originals of such photostatic copies.
We have examined and relied upon, as to matters of law, such statutes,
rules and judicial precedents and such other considerations of law as we, in our
judgment, have deemed necessary or appropriate for the purposes of rendering the
opinions expressed herein.
<PAGE> 3
Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that,
when the Registration Statement shall have become effective pursuant to the
rules and regulations of the Commission, and the Shares have been sold and
issued as contemplated in the Registration Statement, such Shares will be
legally issued, fully paid and nonassessable.
This opinion is limited to the laws of the United States of America and
the laws of the State of Delaware, and we express no opinion with respect to the
laws of any other jurisdiction.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to all references made to our firm in
the Registration Statement. However, in rendering this opinion, we do not hereby
admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission under the Act.
This opinion is being delivered and is intended for use solely in
regard to the transactions contemplated by the Registration Statement and may
not be used, circulated, quoted in whole or in part or otherwise referred to for
any purpose without our prior written consent and may not be relied upon by any
person or entity other than the Company, its successors and assigns. This
opinion is based upon our knowledge of law and facts as of its date. We assume
no duty to communicate to you with respect to any matter which comes to our
attention hereafter.
Very truly yours,
BRASHER & COMPANY
/s/ JOHN D. BRASHER JR.
JOHN D. BRASHER JR.
for the Firm
<PAGE> 1
PATRIOT SCIENTIFIC CORPORATION
FORM S-8
Registration Statement
EXHIBIT NO. 10.1.1
Amendment to 1992 Incentive Stock Option Plan
<PAGE> 2
PATRIOT SCIENTIFIC CORPORATION
1992
INCENTIVE STOCK OPTION PLAN
(Amendment dated January 11, 1995)
1. AMENDMENT OF PLAN.
The 1992 Incentive Stock Option Plan ("Plan") of PATRIOT SCIENTIFIC
CORPORATION, a Delaware corporation ("Company"), was adopted by the Board of
Directors of the Company on March 20, 1992, and subsequently approved by the
shareholders of the Company. This amendment to the Plan, which was adopted
by the Board of Directors of the Company on November 15, 1994, effects an
increase from 500,000 to 750,000 in the number of common shares of the
Company reserved for issuance under the Plan upon the exercise of incentive
stock options granted under the Plan. This amendment to the Plan shall
become effective on the date it is approved by vote of the Company's
shareholders. Terms used in this amendment and not otherwise defined shall
have the meanings given them in the Plan. Provisions of the Plan not
expressly affected by this amendment shall be deemed to remain in force and
effect as originally written.
2. STOCK RESERVED FOR THE PLAN.
Subject to adjustment as provided in Paragraph 9 of the Plan, a
total of 750,000 shares of Common Stock, $.00001 par value ("Stock"), of the
Company shall be subject to issuance upon the exercise of options granted
under the Plan. The foregoing provision amends the first sentence of
Paragraph 4 of the Plan.
PATRIOT SCIENTIFIC CORPORATION
(SEAL)
By
./s/ ELWOOD G. NORRIS
----------------------------
ELWOOD G. NORRIS
AUTHORIZED OFFICER
ATTEST:
By /s/ ROBERT PUTNAM
--------------------------
ROBERT PUTNAM
SECRETARY
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CERTIFICATION OF SHAREHOLDER APPROVAL
I, the undersigned Secretary or assistant secretary of this
Corporation, hereby certify that the foregoing amendment to the 1992
Incentive Stock Option Plan of this Corporation was duly approved by the
requisite vote of holders of the issued and outstanding common stock of this
Corporation as of January 11, 1995.
DATED: January 11, 1995
/s/ ROBERT PUTNAM
----------------------------
ROBERT PUTNAM
SECRETARY
(SEAL)
<PAGE> 1
PATRIOT SCIENTIFIC CORPORATION
FORM S-8
Registration Statement
EXHIBIT NO. 23.1
Consent of BDO Seidman, LLP
<PAGE> 2
CONSENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Patriot Scientific Corporation
Poway, California
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated July 14, 1995 relating to the financial statements
of Patriot Scientific Corporation, appearing in the Company's Annual Report on
Form 10-KSB for the year ended May 31, 1995.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Denver, Colorado
July 17, 1996
