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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)
10989 VIA FRONTERA ROBERT PUTNAM, SECRETARY
SAN DIEGO, CALIFORNIA 92127 10989 VIA FRONTERA
(619) 674-5000 SAN DIEGO, CALIFORNIA 92127
(Address and telephone number of (619) 674-5000
registrant's principal executive offices (Name, address and telephone
and principal place of business) number of agent for service)
1996 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
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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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)
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<S> <C> <C> <C> <C>
Common Stock (1) 1,500,000 $1.26 $1,890,000 $ 572.67
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</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 1996 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, 1996;
(b) Company's quarterly reports on Form 10-QSB for the fiscal
quarters ended August 31, 1996 and November 30, 1996;
(c) The Company's current reports on Form 8-K dated January 9,
1997 and Form 8-K/A Amend. 1 dated February 27, 1997;
(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 1,415,526 shares
issuable under the 1996 Stock Option Plan. The Company anticipates that the
holders of options affecting approximately 1,415,526 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
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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.
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.
5.3 Consent and opinion of Brasher & Company, counsel to
the Company
10.13 1996 Stock Option Plan of the Company
23.4 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
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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.
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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 San Diego, California, on the date below.
DATED: March 24, 1997
PATRIOT SCIENTIFIC CORPORATION
By /s/ MICHAEL A. CARENZO
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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.
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Signature Title Date
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<S> <C> <C>
/s/ MICHAEL A. CARENZO
----------------------------------- Director, President 03/24/97
MICHAEL A. CARENZO Chief Executive Officer
/s/ ELWOOD G. NORRIS
----------------------------------- Director, Chairman of the Board 03/24/97
ELWOOD G. NORRIS
/s/ ROBERT PUTNAM
----------------------------------- Director, Secretary, Treasurer 03/24/97
ROBERT PUTNAM Principal Financial Officer
Principal Accounting Officer
/s/ RICHARD D. MCDANIEL
----------------------------------- Director 03/24/97
RICHARD D. MCDANIEL
/s/ DONALD R. BERNIER
----------------------------------- Director 03/24/97
DONALD R. BERNIER
/s/ PETER VR. COOPER
----------------------------------- Director 03/24/97
PETER VR. COOPER
/s/ NORMAN J. DAWSON
----------------------------------- Director, Vice President 03/24/97
NORMAN J. DAWSON
</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.
5.3 Consent and opinion of Brasher & Company, counsel to the
Company (1)
10.13 1996 Stock Option Plan of the Company (2)
23.4 Consent of BDO Seidman, LLP, independent certified public
accountants (1)
(1) Exhibit filed herewith this Registration Statement on Form
S-8.
(2) Incorporated by reference to Exhibit 10.13 to the Company's
Pre-Effective Amendment No. 2 to Registration Statement on
Form SB-2 dated May 23, 1996.
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PATRIOT SCIENTIFIC CORPORATION
FORM S-8
Registration Statement
EXHIBIT NO. 5.3
Consent of Brasher & Company,
Attorneys at Law
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BRASHER & COMPANY
(LETTERHEAD)
March 20, 1997
Board of Directors
PATRIOT SCIENTIFIC CORPORATION
10989 Via Frontera
San Diego, California 92127
Re: Registration Statement on Form S-8
1996 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 1,500,000 shares of the Company's common stock, $.00001 par value
("Shares"), which may be issued pursuant to the Company's 1996 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.
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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
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PATRIOT SCIENTIFIC CORPORATION
FORM S-8
Registration Statement
EXHIBIT NO. 23.4
Consent of BDO Seidman, LLP
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CONSENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Patriot Scientific Corporation
San Diego, California
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated June 28, 1996 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, 1996.
/s/ BDO SEIDMAN, LLP
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BDO SEIDMAN, LLP
Denver, Colorado
March 24, 1997
