8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 5, 2009

Patriot Scientific Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-22182	84-1070278
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

CARLSBAD CORPORATE PLAZA

6183 PASEO DEL NORTE, SUITE 180

CARLSBAD, CA 92011

(Address of principal executive offices, zip code)

(760) 547-2700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

Please see the discussion in Item 5.02 below regarding the termination of the Employment Agreement dated May 19, 2008, between Patriot Scientific Corporation (the “Company”) and Frederick (Rick) C. Goerner (the “Employment Agreement”).  The Employment Agreement is described in the section entitled “EXECUTIVE COMPENSATION – Employment Contracts” of the Company’s Annual Report on Form 10-K filed August 14, 2009.  A copy of the Employment Agreement was also filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 20, 2008, and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective October 5, 2009, Mr. Goerner was relieved from his position as Chief Executive Officer and President of the Company by the Board of Directors and his Employment Agreement was terminated.  On the same date, the Company’s Board of Directors also relieved Paul Bibeau from his position as  the Company’s Vice President of Business Development.

No material early termination penalties were incurred by the Company in connection with the termination of the Employment Agreement.  The Company is now working with Mr. Goerner to attempt to finalize the terms of Mr. Goerner's departure.

In connection with Mr. Goerner’s departure as the Company’s President and Chief Executive Officer, on October 5, 2009, Clifford L. Flowers, the Company’s Chief Financial Officer, was appointed to serve as the  Company’s Interim Chief Executive Officer.  Information regarding Mr. Flowers can be found in the sections entitled “DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE” and “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE - Transactions With Directors, Executive Officers and Principal Stockholders” in the Company’s  Annual Report on Form 10-K filed August 14, 2009, which sections are incorporated herein by reference.

Item 8.01Other Events.

On October 9, 2009, the Company issued a press release regarding the departures of Mr. Goerner and Mr. Bibeau. The transcript of the press release is attached hereto as Exhibit 99.1.

The Company expressly disclaims any obligation to update the information in this press release. The inclusion of any data or statements in this press release does not signify that the information is considered material.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

99.1 Press Release dated October 9, 2009

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including the exhibits hereto, contains forward-looking statements that are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements in this Current Report on Form 8-K are not historical facts, do not constitute guarantees of future performance and are based on numerous assumptions which, while believed to be reasonable, may not prove to be accurate. These forward-looking statements include, but are not limited to, the uncertainty of the effect of pending legislation; the uncertainty of patent and proprietary rights; uncertainty as to royalty payments and indemnification risks; trading risks of low-priced stocks; the effect of regulatory and legislative action; regional and general economic conditions; and certain assumptions upon which such forward-looking statements are based. The forward-looking statements in this Current Report on Form 8-K do not constitute guarantees of future performance and involve a number of factors that could cause actual results to differ materially, including risks more fully described in Patriot Scientific Corporation's most recently filed Annual Report on Form 10-K. Patriot Scientific Corporation assumes no obligation to update any forward-looking information contained in this Current Report or with respect to the announcements described herein.

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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 (Registrant)
Date:  October 9, 2009	By:	/s/ Clifford L. Flowers
		Clifford L. Flowers
		Interim Chief Executive Officer and Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

Contact:

Angela Hartley

Investor Relations

ir@ptsc.com

760-547-2700 ext. 102

PATRIOT SCIENTIFIC CORPORATION ANNOUNCES

MAJOR REORGANIZATION

October 9, 2009 -- CARLSBAD, Calif.-- Patriot Scientific Corporation (OTC BB:PTSC) announced a major reorganization today.  Rick Goerner has been relieved from his position as Chief Executive Officer and President of Patriot Scientific Corporation (“PTSC”) by the PTSC Board of Directors.  He has resigned all positions with Patriot Data Solutions Group, Inc. (“PDSG”, a wholly owned subsidiary of PTSC) and Avot Media, Talis Data Systems and Holocom Inc., three companies in which PTSC is invested.  In addition, the Board has removed Paul Bibeau as Vice President, Business Development of PTSC and Renney Senn, a senior executive at PDSG.

Cliff Flowers, PTSC’s Chief Financial Officer since 2007, has been appointed as the Interim Chief Executive Officer of PTSC and will have direct responsibility for all PDSG operations as well.  The Company plans to continue supporting its operational functions through PDSG and to capitalize on opportunities emerging in the healthcare, justice and public safety markets that it serves.

The Board of Directors has endorsed this reorganization of the Company with the intent of providing a new generation of leadership to transform Patriot and its wholly owned subsidiary, PDSG, into a more innovative, integrated and global company.  The changes being made are intended to accelerate the transformation of the PDSG acquisition and enable a faster implementation of its strategic direction.

The Company will seek management with appropriate industry expertise to accelerate that growth.  In that regard, the Company has retained Eclat Consulting LLC of McLean, Virginia to assist the Company in its search for a Chief Executive Officer and to assist PDSG with the completion of its business plan and the acceleration of its revenue stream.  Additionally, the Board expects to receive a favorable independent technical assessment of PDSG’s flagship Crossflo DataExchange® product (CDX) within the next two weeks.

The Company plans to file its Quarterly Report on Form 10Q for the period ending August 31, 2009, on October 9, 2009.  No conference call is scheduled at this time.

About Patriot Scientific

Headquartered in Carlsbad, California, Patriot Scientific Corporation provides data sharing and secure data solutions for a connected world. Patriot Scientific addresses the expanding market opportunities in the healthcare, justice and public safety industries through its wholly owned subsidiary Patriot Data Solutions Group, Inc. These growth activities are funded with revenues generated, in a large part, from the continuing successful Moore Microprocessor Patent™ Portfolio licensing partnership with The TPL Group. Patriot Scientific’s integrated core intelligence solution addresses the critical data/information sharing needs of the healthcare industry, the Department of Homeland Security, the Department of Justice, and federal, state, and local public safety and law enforcement agencies. For more information on Patriot Scientific Corporation, visit: www.ptsc.com.