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):
January 9, 1997 (December 26, 1996)
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)
12875 Brookprinter Place, Suite 300, Poway, California 92064
------------------------------------------------------ --------
(Address of principal executive offices) (Zip Code)
(619) 679-4428
----------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) Exchange of Stock for Stock
Pursuant to an Exchange Offer and Letter of Transmittal dated December 4, 1996
(the "Offer"), Patriot Scientific Corporation, a Delaware corporation, (the
"Company") received 96.89% of the outstanding shares, or 1,156,426 shares, of
Metacomp Inc., a California corporation ("Metacomp") from 38 shareholders of
Metacomp. As consideration for the shares tendered pursuant to the Offer, the
Company issued 1,272,068 unregistered shares of its common stock. The exchange
rate of 1.1 shares of the Company's stock for each share of Metacomp stock
tendered was determined by negotiations. Based on the closing price of the
Company's stock as reported on the OTC Electronic Bulletin Board system on
December 26, 1996 of $1.375, the value of this acquisition is $1,749,094.
(b) Description of Technology and Assets Acquired
Background
Metacomp, founded in 1978, is a privately held, high technology company located
in San Diego, California. Metacomp designs, manufactures, and sells a wide
range of high performance data and telecommunications solutions for wide area
networking and digital telecommunications requirements. In 1990, Metacomp filed
a Chapter 11 bankruptcy petition. In 1991, the Bankruptcy Court confirmed
Metacomp's plan of reorganization. As of July 31, 1996, all unsecured
creditors' debt had been discharged and one secured creditor had entered into a
forbearance agreement with Metacomp for the remaining balance. The secured
creditor was paid in full, $252,796, by the Company on January 6, 1997.
Business Strategy
The business combination is being treated as a pooling-of-interests and the
Company will continue to use the assets acquired in a like manner as had been
previously employed by Metacomp. The Company has been a development stage
company engaged in the development of semiconductor microprocessor technology,
Integrated Services Digital Network ("ISDN") interface technology and radar
and antenna technology. Metacomp's product line will be incorporated into the
Company's ISDN product line.
2
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired.
To be filed by amendment to this Form 8-K within 60 days of the
date of this current report.
(b) Pro forma financial information.
To be filed by amendment to this Form 8-K within 60 days of the
date of this current report.
(c) Exhibits
2.3 Form of Exchange Offer dated December 4, 1996 between the
Company and certain shareholders of Metacomp, Inc.
2.4 Letter of Transmittal To Accompany Shares of Common Stock of
Metacomp, Inc. Tendered Pursuant to the Exchange Offer Dated
December 4, 1996.
99.5 Press Release of the Company dated November 4, 1996.
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: January 9, 1997 By: /s/ ROBERT PUTNAM
-------------------------------
Robert Putnam
Secretary/Treasurer
3
4
INDEX TO EXHIBITS
Exhibit Item Page
- ------- ---- ----
2.3 Form of Exchange Offer dated December 4,
1996 between the Company and certain
shareholders of Metacomp, Inc. (individual
Offers differ as to the shareholder)........... Filed herewith.
2.4 Letter of Transmittal To Accompany Shares
of Common Stock of Metacomp, Inc. Tendered
Pursuant to the Exchange Offer Dated
December 4, 1996............................... Filed herewith.
99.5 Press Release of the Company dated November
4, 1996........................................ Filed herewith.
4