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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): June 16, 1997 (June 2, 1997)
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.
On June 2, 1997, the Company issued to a limited number of investors for
cash an aggregate of $2,000,000 of unsecured 5% Convertible Term Debentures due
June 2, 1999 and Stock Purchase Warrants ("Securities") with a right to purchase
an aggregate 611,733 shares of common stock, par value $.00001 per share, at an
exercise price of $1.69125. The principal and interest amount of each Debenture
may, at the election of the holder, be converted in whole or in part and from
time to time into fully paid and nonassessable shares of common stock, $.00001
par value, of the Company, at a price which is the lower of (i) $1.1646 per
share or (ii) depending on the number of days the Debentures have been held
after the funding date, from 75% to 91% of the average of the closing bid prices
for the common stock for the ten consecutive trading days ending on the trading
day immediately preceding such conversion date. If the Debentures have not been
converted into common shares of the Company by June 2, 1999, under certain
conditions the Debentures will automatically be converted into shares of the
common stock of the Company. Under certain conditions, at the election of the
Company and for a certain period of time, the Company may issue an additional
$1,000,000 of unsecured 5% Convertible Term Debentures due June 2, 1999 and
Stock Purchase Warrants with a right to purchase an additional 305,867 shares of
common stock.
The Securities were issued pursuant to Regulation D of the Securities
and Exchange Commission. The holders of the Securities have registration rights
which require the Company to have an effective registration statement with
regard to the shares of Common Stock underlying the Securities within 120 days
of funding or the Company can be subject to penalties. In addition, the Company
would be subject to penalties if certain covenants are not maintained, including
the reservation of a sufficient number of shares for the conversion or exercise
of the Securities, the effecting of conversions in a timely manner, the failure
to maintain an effective registration statement, and the Company's stock is not
listed for trading on at least the OTC Bulletin Board.
The Company expects that the net proceeds of the offering, $1,760,000
after offering costs, will be used for the purchase of software development
tools, chip development, silicon runs, radar and antenna development,
development of communications software, marketing and sales collateral and for
general corporate purposes.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
4.4 Form of 5% Convertible Term Debenture (CC Investments, LDC) due
June 2, 1999 aggregating $2,000,000 to two investors.
4.5 Form of Stock Purchase Warrant (CC Investments, LDC) dated June 2,
1997 exercisable to purchase an aggregate of 400,000 common shares at
$1.69125 per share until June 2, 2002, granted to two investors in
connection with the offering of securities in Exhibit 4.4.
4.6 Registration Rights Agreement dated June 2, 1997 by and among the
Company and CC Investments, LDC and The Matthew Fund, N.V. related to
the registration of the common stock related to Exhibits 4.4 and 4.5.
4.7 Form of Warrant to Purchase Common Stock (Swartz Family
Partnership, L.P.) dated June 2, 1997 exercisable to purchase an
aggregate of 211,733 common shares at $1.69125 per share until June 2,
2002, granted to a group of investors in connection with the offering
of securities in Exhibit 4.4.
4.8 Registration Rights Agreement dated June 2, 1997 by and among the
Company and Swartz Investments, LLC. related to the registration of the
common stock related to Exhibit 4.7.
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: June 16, 1997 By: /s/ LOWELL W. GIFFHORN
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Lowell W. Giffhorn
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit Item Page
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4.4 Form of 5% Convertible Term Debenture
(CC Investments, LDC) due June 2, 1999
aggregating $2,000,000 to two investors.........................Filed herewith
4.5 Form of Stock Purchase Warrant
(CC Investments, LDC) dated June 2, 1997
exercisable to purchase an aggregate of 400,000
common shares at $1.69125 per share until
June 2, 2002, granted to two investors in connection
with the offering of securities in Exhibit 4.4..................Filed herewith
4.6 Registration Rights Agreement dated June 2, 1997
by and among the Company and CC Investments, LDC
and The Matthew Fund, N.V. related to the registration
of the common stock related to Exhibits 4.4 and 4.5.............Filed herewith
4.7 Form of Warrant to Purchase Common Stock
(Swartz Family Partnership, L.P.) dated June 2, 1997
exercisable to purchase an aggregate of 211,733 common shares at
$1.69125 per share until June 2, 2002, granted to a group of
investors in connection with the offering of securities in
Exhibit 4.4.....................................................Filed herewith
4.8 Registration Rights Agreement dated June 2, 1997
by and among the Company and Swartz Investments,
LLC. related to the registration of the common stock
related to Exhibit 4.7..........................................Filed herewith
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