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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):
February 27, 1998 (February 25, 1998)
PATRIOT SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-22182 84-1070278
(State or other jurisdiction of (Commission (I.R.S. Empl. Ident. No.)
incorporation or organization) File Number)
10989 Via Frontera, San Diego, California 92127
(Address of principal executive offices) (Zip Code)
(619) 674-5000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
The Company announced on February 25, 1998 that President and CEO, Michael
Carenzo, tendered his resignation effective March 31, 1998. He will continue to
serve on the Board of Directors and in various consulting capacities. His
decision was based on his desire to participate in a family business opportunity
on the East Coast.
Concurrently, the Company announced that James T. Lunney will be installed as
President and CEO. Mr. Lunney has served as President of Signal Processing
Systems ("SPS") of San Diego, California since February, 1997 and was previously
the Vice President and Business Area Manager for SPS since 1996. From 1992 to
1996 he held key management positions with Scientific Atlanta, San Diego, and
from 1977 to 1992, he held various management positions with General Electric
Aerospace in Pittsfield, Massachusetts. He graduated with a BS in Electrical
Engineering from Worcester Polytechnic Institute in 1977.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.6 Press Release of the Company dated February 25, 1998.
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
Dated: February 27, 1998 By: /s/ LOWELL W. GIFFHORN
--------------------------------
Lowell W. Giffhorn
Chief Financial Officer
2
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INDEX TO EXHIBITS
Exhibit Item Page
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99.6 Press Release of the Company dated
February 25, 1998.................................. Filed herewith.
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FOR IMMEDIATE RELEASE
PATRIOT ANNOUNCES CHANGE IN TOP MANAGEMENT
SAN DIEGO - February 25, 1998- PATRIOT SCIENTIFIC CORPORATION (OTC:PTSC), today
announced that effective March 31, 1998 President and Chief Executive Officer,
Michael A. Carenzo, has elected to resign to pursue family related business
opportunities on the East Coast. Mr. Carenzo will continue to serve on the Board
of Directors.
Concurrent with Carenzo's resignation Patriot announced that James T. Lunney, an
experienced operating executive will be installed as President and CEO.
Mr. Lunney has served as President of Signal Processing Systems of San Diego,
California and was the Vice President and Business Area Manager for SPS before
being promoted to the top spot. Previously, he held key management positions
with Scientific Atlanta in San Diego and various management positions with
General Electric Aerospace in Pittsfield, Massachusetts. He graduated with a BS
in Electrical Engineering from Worcester Polytechnic Institute in 1977.
Mr. Lunney stated, "I welcome the opportunity to join Patriot at this critical
stage in its development and feel confident my past experiences in the area of
business development fit perfectly as Patriot continues its move to market with
the ShBoom(TM) microprocessor and other products. This is an exciting time for
Internet related companies and Patriot is well positioned to participate in the
tremendous growth projected for this fast growing technology marketplace."
Patriot's Chairman, Elwood Norris, stated, "Although Mr. Carenzo will be missed,
he will continue to devote time to our plasma antenna and radar projects, where
the largest market opportunities are on the East Coast, and work closely with
Mr. Lunney to assure a smooth transition. We feel Mike's contributions in
bringing to market the PSC1000 microprocessor, and commercializing our other
technologies have positioned the company to continue to grow and prosper. Mr.
Lunney's executive and marketing experience with Signal Processing Systems,
Scientific Atlanta, and General Electric Aerospace should provide strong
leadership for Patriot."
Patriot is the developer of the first market-ready microprocessor for Java and
recently announced that it is developing a .35 micron version of the processor.
This will allow the company to stay ahead of the Java chip development curve,
offering design engineers a smaller, faster more economical microprocessor to
build into Internet-enabled applications.
Founded in 1987, Patriot Scientific Corporation designs, manufactures and
markets: high-performance ISDN Basic Rate and Primary Rate products for digital
communications; the PSC1000, based on the patented ShBooom(TM) technology, is a
32-bit microprocessor targeted at the Java and Internet appliances as well as
the traditional embedded systems' markets; and ground-penetrating radar and
ionized gas antenna technologies. For more information on Patriot Scientific
Corporation, visit www.ptsc.com.
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Safe Harbor statement under the Private Securities Litigation Reform Act of
1995: Statements in this news release looking forward in time involve risks and
uncertainties, including the risks associated with the effect of changing
economic conditions, trends in the products markets, variations in the Company's
cash flow, market acceptance risks, technical development risks, seasonality and
other risk factors detailed in the Company's Securities and Exchange Commission
filings.
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Contacts:
Press Relations Investor Relations
Michelle Balconi/ The Townsend Agency Paul Berlin/ Patriot Scientific
(619) 457-4888 [email protected] Corporation
(619) 674-5000 [email protected]
