<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):
August 31, 1999 (August 20, 1999)
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)
(858) 674-5000
--------------
(Registrant's telephone number, including area code)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS
The Company announced on August 30, 1999 that it had sold its patented gas
plasma antenna technology for $250,000 up-front fees with the potential for an
additional $250,000 in royalties contingent on the commercialization and
delivery of the product.
The Company also announced the resignation as Chairman and Director of Elwood
Norris and that James T. Lunney, President and CEO, had been elected to replace
Mr. Norris as Chairman.
Lowell W. Giffhorn, CFO, was elected to the vacant board position.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.7 Press Release of the Company dated August 30, 1999.
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: August 31, 1999 By: LOWELL W. GIFFHORN
-------------------------
Lowell W. Giffhorn
Chief Financial Officer
2
<PAGE> 3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Item Page
- ------- ---- ----
<S> <C> <C>
99.7 Press Release of the Company dated August 30, 1999 Filed herewith.
</TABLE>
3
<PAGE> 1
EXHIBIT 99.7
FOR IMMEDIATE RELEASE
PATRIOT SCIENTIFIC SELLS ITS GPA TECHNOLOGY
Focus on Development of Microprocessor Chip Intensifies
SAN DIEGO - August 30, 1999 - Patriot Scientific Corporation (OTC: BB: PTSC),
today announced that it has sold its patented gas plasma antenna (GPA)
technology that utilizes ionized gas as an antenna to both receive and transmit
radio frequency signals. ASI, of Henderson, Nevada, a technology investment
group which has invested in a variety of businesses since 1973, was the
purchaser.
Under terms of the agreement, ASI has paid Patriot an upfront payment with
additional 5 % royalty payments, per the details of the agreement, once ASI
makes the product commercially viable and product sales commence. Patriot
received $250k upfront and is able to earn up to $250k additional in royalties.
"We're very pleased to entrust commercialization of our GPA technology to ASI,"
said Jim Lunney, Patriot's president & CEO. "This permits us to focus on
commercialization of the PSC1000, our Java-specific microprocessor to meet the
needs of the emerging embedded Java applications market."
As part of the agreement, Patriot retains all rights to its patented ground
penetrating radar technology (GPR) which the company was originally founded.
Additionally, Patriot will provide limited technology staff and management
assistance to ASI for up to one year in support of ASI's aggressive pursuit of
commercialization of the GPA technology.
Patriot also announced that, Elwood G. (Woody) Norris, has stepped down as
Chairman and resigned from the board. The GPA technology development had been
his primary technical focus at Patriot during this last year. Mr. Norris also
cited personal reasons for his resignation based upon his commitment to support
his son's recent needs for long term medical treatment.
"Woody is one of Patriot's largest shareholders, and will continue to provide
support to Patriot, for which we all are very grateful. All of us at Patriot
wish a speedy recovery to his son." Lunney said.
Patriot's Board of Directors has elected Jim Lunney as Chairman of the Board of
Directors, in addition to his role as President & CEO.
4
<PAGE> 2
In response, Norris said he was pleased by the board's decision. "Along with our
other board members, I personally selected Jim Lunney to be our president and
chief executive officer just 18 months ago. He has proven himself to be a superb
leader, who has shepherded the company through difficult times. He is well
suited to carry Patriot forward in the commercialization of our microprocessor
technology, and I look forward to supporting him in that mission."
In other board action, Mr. Lowell Giffhorn has been elected to Patriot's Board
of Directors. Mr. Giffhorn is Patriot's Chief Financial Officer and has been a
key member of Patriot's management team since 1996.
Founded in 1987, Patriot Scientific Corporation designs, markets and
manufactures the PSC1000, based on the patented ShBoom technology, a 32-bit
microprocessor targeted at Java and Internet appliances as well as the
traditional embedded systems markets; high-performance ISDN Basic Rate and
Primary Rate products for digital communications; and ground penetrating radar
technology. For more information on Patriot Scientific Corporation, visit
http://www.ptsc.com/
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.
# # #
Contact:
Patriot Scientific Corporation/ Linda Romero, 619/674-5016 [email protected]
5
