<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)
<TABLE>
<S> <C>
DELAWARE 84-1070278
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
12875 BROOKPRINTER PLACE, SUITE 300 ELWOOD G. NORRIS
POWAY, CALIFORNIA 92064 12875 BROOKPRINTER PLACE, SUITE 300
(619) 679-4428 POWAY, CALIFORNIA 92064
(Address and telephone number of registrant's (619) 679-4428
principal executive offices and principal place of business) (Name, address and telephone number of agent for service)
</TABLE>
1995 EMPLOYEE STOCK COMPENSATION PLAN
(Full Title of the Plan)
COPIES TO:
JOHN D. BRASHER JR., ESQ.
BRASHER & COMPANY
90 MADISON STREET, SUITE 707
DENVER, COLORADO 8020
(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
-----
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
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) 250,000 $0.80 $200,000.00 $100.00
==========================================================================================================
</TABLE>
(1) The securities registered hereunder are shares of the registrant's
common stock, $.00001 par value, subject to award to persons defined as
employees under the registrant's 1995 Employee Stock Compensation 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. The filing is less than $100; therefore, only
the minimum filing fee is due.
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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) The Company's quarterly reports on Form 10-QSB for the fiscal
quarters respectively ended August 31, 1995 and November 30, 1995;
(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 or 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.
Incorporated by reference to Item 11 (Description of Securities) contained
in registration statement on Form 8-A of the Company, SEC file No. 0-22182.
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.
2
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ITEM 8. EXHIBITS.
Number Description
------ -----------
5.1 Consent and opinion of Brasher & Company, counsel to the
Company
10.1 1995 Employee Stock Compensation Plan of the Company
(incorporated by reference to Exhibit 10.5 to Report on Form
10-QSB for fiscal quarter ended November 30, 1995)
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.
(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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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 Poway, California, on the date below.
DATED: January 30, 1996 PATRIOT SCIENTIFIC CORPORATION
By ELWOOD G. NORRIS
-----------------------------------
ELWOOD G. NORRIS,
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>
ELWOOD G. NORRIS President, Director, 01/30/96
- ---------------------------------- Chief Executive Officer,
ELWOOD G. NORRIS Chairman of the Board
ROBERT PUTNAM Director, Chief Financial and 01/30/96
- ---------------------------------- Accounting Officer,
ROBERT PUTNAM Secretary, Treasurer
- ---------------------------------- Director 01/30/96
DONALD R. BERNIER
RICHARD D. MCDANIEL Director 01/30/96
- ----------------------------------
RICHARD D. MCDANIEL
</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 exhibits, marked (1), which have previously been filed
with the Securities and Exchange Commission and 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> <C>
5.1 Consent and opinion of Brasher & Company, counsel to the Company . . . . . . R-6
10.1 1995 Employee Stock Compensation Plan of the Company . . . . . . . . . . . .(1)
23.1 Consent of BDO Seidman, LLP, independent certified public accountants . . . . R-9
</TABLE>
- -----------------
(1) Incorporated by reference to Exhibit 10.5 to Report on Form 10-QSB for
fiscal quarter ended November 30, 1995.
5
<PAGE> 1
PATRIOT SCIENTIFIC CORPORATION
===========================
FORM S-8
Registration Statement
===========================
EXHIBIT NO. 5.1
_________________________________
Consent of Brasher & Company,
Attorneys at Law
6
<PAGE> 2
BRASHER & COMPANY
Attorneys At Law
90 Madison Street, Suite 707
Denver, Colorado 80209
Telephone Facsimile
(303) 355-3000 (303) 355-3063
January 18, 1996
Board of Directors
PATRIOT SCIENTIFIC CORPORATION
12875 Brookprinter Place, Suite 300
Poway, California 92064
Re: Registration Statement on Form S-8
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, the "Registration Statement"). This
Registration Statement relates to the registration under the Act of 250,000
shares of the Company's common stock, $.00001 par value ("Common Stock"), which
may be issued pursuant to the Company's 1995 Employee Stock Compensation Plan
("Plan").
In rendering this opinion, we have reviewed the Registration Statement and
included prospectus, as well as a copy of the Company's articles of
incorporation and bylaws, each as amended to date, and the Plan. We have also
reviewed such documents and such statutes, rules and judicial precedents as we
have deemed necessary for the opinions expressed herein.
In rendering this opinion, 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. This opinion further
expressly assumes that shares covered by the Registration Statement will be
issued in conformity with the provisions of the Plan.
Based upon and in reliance upon the foregoing, and subject the
qualifications and limitations herein set forth, we are of the opinion that the
shares of Common Stock have been duly and validly authorized and, when issued
in the manner contemplated in the Plan and by the Registration Statement, will
be validly issued, fully paid and nonassessable.
This opinion is limited to the General Corporation Law of Delaware, and we
express no opinion with respect to the laws of any other jurisdiction.
7
<PAGE> 3
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement.
This opinion may not be used, circulated, quoted 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 and 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
JOHN D. BRASHER JR.
--------------------------------------
JOHN D. BRASHER JR.
for the Firm
8
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PATRIOT SCIENTIFIC CORPORATION
===========================
FORM S-8
Registration Statement
===========================
EXHIBIT NO. 23.1
_________________________________
Consent of BDO Seidman, LLP,
independent certified public accountants
9
<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.
BDO SEIDMAN, LLP
--------------------------------------
BDO SEIDMAN, LLP
Denver, Colorado
January 26, 1996
