-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LON7e73TzwMrgoe9uaLyI2eIJDb+5xFrGnPCLU0DuBrx4SlqKX79Kb/PJ2K3T6sV yLpVRuF4tRg2ILtFdKb2dQ== 0001019687-10-001566.txt : 20100427 0001019687-10-001566.hdr.sgml : 20100427 20100426195126 ACCESSION NUMBER: 0001019687-10-001566 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100426 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100427 DATE AS OF CHANGE: 20100426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATRIOT SCIENTIFIC CORP CENTRAL INDEX KEY: 0000836564 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 841070278 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22182 FILM NUMBER: 10771480 BUSINESS ADDRESS: STREET 1: 6183 PASEO DEL NORTE STREET 2: SUITE 180 CITY: CARLSBAD STATE: CA ZIP: 92011 BUSINESS PHONE: 760-547-2700 MAIL ADDRESS: STREET 1: 6183 PASEO DEL NORTE STREET 2: SUITE 180 CITY: CARLSBAD STATE: CA ZIP: 92011 FORMER COMPANY: FORMER CONFORMED NAME: PATRIOT FINANCIAL CORP DATE OF NAME CHANGE: 19920521 8-K 1 patriot_8k-042310.htm PATRIOT SCIENTIFIC CORPORATION patriot_8k-042310.htm


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): April 26, 2010

 
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 7.01  Regulation FD Disclosure.
 
On April 26, 2010, Patriot Scientific Corporation (the “Company”) issued a press release (the “Press Release”) regarding a complaint it has filed in the Superior Court of the State of California for the County of Santa Clara against Technologies Properties Limited LLC and Alliacense LLC (collectively, “TPL”).  A copy of the Press Release is furnished hereto as Exhibit 99.1.
 
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01 is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference to this filing.  All exhibits to this Current Report on Form 8-K relating to Item 7.01 are deemed furnished, and not filed, unless specified under Item 9.01 that a specific exhibit or exhibits, or portion thereof, are intended to be filed rather than furnished.
 
By filing this Current Report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report. The information contained in this report is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other public announcements that the Company makes, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
 
The description herein of the Press Release is only a summary and is qualified in its entirety by the full text of such document, which is filed as an exhibit hereto and is incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.
 
(d)           Exhibits.

99.1 
Press Release dated April 26, 2010
 
CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including the exhibits hereto, if any, may contain 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 may 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. Any 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 our most recently filed Quarterly Report on Form 10-Q and Annual Report on Form 10-K. The Company assumes no obligation to update any forward-looking information contained in this Current Report or with respect to the announcements described herein.
 


 
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:  April 26, 2010
By:
/s/ Clifford L. Flowers  
   
Clifford L. Flowers
 
   
Chief Financial Officer
 
       

 
 
 
 
 
 

 
EX-99.1 2 patriot_8k-ex9901.htm PRESS RELEASE patriot_8k-ex9901.htm  

Exhibit 99.1
 

 
Contact:
Patriot Investor Relations
ir@ptsc.com
760-547-2700 ext. 102

Patriot Scientific Corporation Files Complaint against The TPL Group


CARLSBAD, Calif., April 26, 2010--(PR Newswire)-Patriot Scientific Corporation (OTCBB: PTSC - News) today reported that on April 22, 2010 it filed an action in the Superior Court of the State of California, County of Santa Clara against Technology Properties Limited, LLC (TPL), the Company’s joint venture partner in the management of the MMP™ portfolio of microprocessor patents, and Alliacense, LLC, the licensing division of TPL.

On April 26, 2010 the Court ordered the papers on file to be provisionally sealed. The Court will conduct a formal hearing on this issue on May 20, 2010 at which time Patriot will have an opportunity to oppose TPL’s motion to seal. TPL’s Motion to Compel Arbitration will be heard on that day as well. Patriot’s Motion for a Preliminary Injunction is scheduled for hearing on June 1, 2010.

On April 20, 2010 the Management Committee of PDS passed resolutions specifying that (i) any and all future licenses of the MMP Patent Portfolio must be approved in writing by a majority of the members of the Management Committee before they are agreed to or signed by TPL and (ii) effective immediately, TPL must not market patent portfolios in which PDS does not have an interest with the MMP Patent Portfolio.  The TPL representative on the PDS Management Committee voted against the resolutions, and TPL has not expressed its acquiescence to the resolutions.

On April 12, 2010 Patriot filed suit in the Superior Court of the State of California, County of San Diego against TPL alleging contractual breach on a $1 million note receivable for which repayment was due Patriot on February 28, 2010.
 
 

About Patriot Scientific Corporation

Headquartered in Carlsbad, California, Patriot Scientific Corporation (PTSC) provides data sharing and secure data solutions for a connected world. These activities are funded with revenues generated, in a large part, from the Moore Microprocessor Patent™ Portfolio licensing partnership with The TPL Group. For more information on Patriot Scientific Corporation, visit: www.ptsc.com.


About the MMP Portfolio

The Moore Microprocessor Patent Portfolio contains intellectual property that is jointly owned by the privately-held TPL Group and publicly-held Patriot Scientific Corporation (OTCBB: PTSC – News). The MMP Portfolio includes seven U.S. patents as well as their European and Japanese counterparts. It is widely recognized that the MMP Portfolio protects fundamental technology used in microprocessors, microcontrollers, digital signal processors (DSPs), embedded processors and system-on-chip (SoC) devices.




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, patent litigation, technical development risks, seasonality and other risk factors detailed in the company's Securities and Exchange Commission filings.
 
 
 
 

 
 

 

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