AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2003
REGISTRATION NO. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
) Under The Securities Act of 1933
PATRIOT SCIENTIFIC CORPORATION
(Exact name of Registrant as specified in charter)
DELAWARE 84-1070278
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
10989 VIA FRONTERA LOWELL W. GIFFHORN, SECRETARY
SAN DIEGO, CALIFORNIA 92127 10989 VIA FRONTERA
(858) 674-5000 SAN DIEGO, CALIFORNIA 92127
(Address and telephone number of (858) 674-5000
registrant's principal executive offices (Name, address and telephone number
and principal place of business) of agent for service)
2003 STOCK OPTION PLAN
(Full Title of the Plan)
WITH COPIES TO:
OTTO E. SORENSEN, ESQ.
LUCE, FORWARD, HAMILTON & SCRIPPS LLP, ATTORNEYS AT LAW
600 WEST BROADWAY, #2600, SAN DIEGO, CALIFORNIA 92101
(619) 236-1414
If any of the Securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
Dividend or Interest Reinvestment Plans, check the following line: X
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Title of Amount Proposed Proposed Amount of
Each Class Maximum Maximum
of Securities Being Offering Price Aggregate Registration
Being Registered Registered Per Share Offering Price (2) Fee (3)
========================= ==== =============== == ================== == ===================== === ================ ==
Common Stock (1) 6,000,000 $0.043 $258,000 $22.96
========================= ==== =============== == ================== == ===================== === ================ ==
(1) The securities registered hereunder are shares of the registrant's
common stock, $.0001 par value, subject to issuance upon the exercise
of stock options granted under the registrant's 2003 Stock Option Plan,
and includes additional shares of common stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the 2003 Stock
Option Plan pursuant to Rules 416 and 457 under the Securities Act of
1933.
(2) Estimated for purpose of calculating the registration fee.
(3) The fee with respect to these shares has been calculated pursuant to
Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon
the average of the bid and ask prices per share of the Registrant's
Common Stock on a date within five (5) days prior to the date of filing
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of this Registration Statement, as quoted on the OTC Electronic
Bulletin Board.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Patriot Scientific
Corporation (the "Company") relating to 6,000,000 shares of the Company's common
stock, par value $.0001 per share (the "Common Stock"), issuable to employees,
directors and consultants of the Company under the 2003 Stock Option Plan (the
"Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
I. ITEM PLAN INFORMATION.*
II. ITEM REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act"), and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement of Patriot Scientific Corporation, a Delaware corporation
("Company"), and in the related Section 10(a) prospectus:
(a) The Company's annual report on Form 10-K for the fiscal year
ended May 31, 2003;
(b) Item 11 (Description of Securities) contained in registration
statement on Form 8-A of the Company, SEC file No. 0-22182.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereunder have been sold and which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Pursuant to Article NINTH of the Company's Certificate of
Incorporation, and as permitted by Section 145 of the General Corporation Law of
Delaware, the Company may indemnify its directors and officers under certain
circumstances against reasonable expenses (including court costs and attorney's
fees), judgments, penalties, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which any of them is a
party by reason of his being a director, officer, employee, or agent of the
Company if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provisions. Thus, the
indemnification provisions will protect officers and directors from liability
only if the officer or director meets the applicable standard of conduct and the
Company has the financial ability to honor the indemnity. Insofar as
indemnification for liabilities under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the registrant pursuant
to the General Corporation Law of Delaware, the Certificate of Incorporation, or
otherwise, the registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in such Securities Act, and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.
The exhibits to this Registration Statement are listed in the Exhibit
Index commencing at page EX-1 hereof.
ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes:
1. (a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;
(b) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by a final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Diego, California, on the date below.
DATED: September 4, 2003
PATRIOT SCIENTIFIC CORPORATION
By /s/ LOWELL W. GIFFHORN
-------------------------
LOWELL W. GIFFHORN, EXEC. V.P.
& CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, in the
capacities and on the dates respectively indicated.
Signature Title Date
/s/DONALD R. BERNIER Chairman of the Board and Director 9/4/03
--------------------
DONALD R. BERNIER
/s/ LOWELL W. GIFFHORN Director, Principal Financial Officer 9/4/03
---------------------- and Principal Accounting Officer
LOWELL W. GIFFHORN
/s/ DAVID H. POHL Director 9/4/03
-----------------
DAVID H. POHL
/s/ CARLTON JOHNSON Director 9/4/03
-------------------
CARLTON JOHNSON
/s/ HELMUT FALK, JR. Director 9/4/03
--------------------
HELMUT FALK, JR.
/s/ GLORIA FELCYN Director 9/4/03
-----------------
GLORIA FELCYN
/s/ JEFFREY E. WALLIN President and Chief Executive 9/4/03
--------------------- Officer
JEFFREY E. WALLIN
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
EXHIBITS
PATRIOT SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
EXHIBIT INDEX
The following exhibits are included as part of this registration
statement. References to the "Company" in this Exhibit Index mean PATRIOT
SCIENTIFIC CORPORATION, a Delaware corporation.
4.27 2003 Stock Option Plan of the Company dated July 2, 2003
5.4 Opinion of Luce, Forward, Hamilton & Scripps LLP, Attorneys at Law
23.1 Consent of Nation Smith Hermes Diamond, LLP
23.2 Consent of BDO Seidman, LLP
23.3 Consent of Luce, Forward, Hamilton & Scripps LLP (contained in
Exhibit 5.4 hereto)
99.8 Form of Incentive Stock Option Agreement to the Company's 2003
Stock Option Plan
99.9 Form of Non-Qualified Stock Option Agreement to the Company's 2003
Stock Option Plan
EX-1