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): February 3, 2006
Patriot Scientific Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 0-22182 84-1070278
(State or other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
CARLSBAD CORPORATE PLAZA
6183 PASEO DEL NORTE, SUITE 180
CARLSBAD, CA 92011
(Address of principal executive offices)
(858) 674-5000
(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):
|_| Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (127 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On February 13, 2006, the Board of Directors of Patriot Scientific Corporation
(the "Company"), approved the entering into of each of the following agreements
as of February 9, 2006: (i) an Agreement with Regard to Exercise Price Resets
and 4.99% Limitation by and between the Company and Lincoln Ventures, LLC
("Lincoln") and an Agreement with Regard to Exercise Price Resets and 4.99%
Limitation by and between the Company and Swartz Private Equity, L.L.C.
("Swartz") (collectively, the "Reset Agreements"), (ii) a Waiver and Agreement
by and between the Company and Lincoln (the "Lincoln Waiver"), (iii) a Waiver
and Agreement by and between the Company and Swartz (the "Swartz Waiver," and
together with the Lincoln Waiver, the "Waiver Agreements"), and (iv) a Warrant
to Purchase Common Stock of the Company issued to Lincoln (the "Warrant
Agreement").
Under the terms of the Reset Agreements, the Company and Lincoln and Swartz
agreed to amend the terms of (i) each of the warrants of the Company held by
Lincoln and Swartz such that the exercise price of the warrants is no longer
subject to downward resets based on the trading price of the common stock of the
Company, and (ii) each of the debentures of the Company held by Lincoln and
Swartz such that the conversion price of the debentures is fixed at its current
level. Under the terms of the Reset Agreements, the Company and Lincoln and
Swartz also agreed to amend all of the agreements entered into between the
Company and Lincoln or Swartz that limit the ability of Lincoln or Swartz to be
the beneficial owner of more than 4.99% of the common stock of the Company to be
amended to provide that Lincoln or Swartz may not, through the exercise of
warrants, the conversion of debentures, or otherwise, be the beneficial owner of
more than 9.99% of the common stock of the Company.
Under the terms of the Waiver Agreements, Lincoln and Swartz agreed to amend
their rights under the terms of certain warrants held by each of them to receive
a payment in the event of a payment of a dividend by the Company. Prior to
entering into the Waiver Agreements, if at any time after the issuance date of
the subject warrants, the Company made any distribution to holders of its common
stock, then Lincoln and Swartz would be entitled to receive a payment equal to
the amount of such distribution which would have been payable to them had they
owned the shares of common stock issuable upon exercise of the subject warrants
as of the record date for the distribution. Under the terms of the Waiver
Agreement, if the market price of the Company's common stock on the record date
for a distribution is greater than or equal to $0.15 per share, the payment to
Lincoln and Swartz would be reduced to the amount which would be payable to
Lincoln and Swartz had they engaged in a cashless exercise of the subject
warrants as of the record date for the distribution.
The Board of Directors also authorized the issuance of 7,000,000 warrants to
Lincoln, which are exercisable through April 1, 2011 and have an exercise price
of $0.0775.
Item 5.02 Election of Director
On February 3, 2006, the Company's Board of Directors elected James Turley to be
a member of the Board of Directors. It is expected that Mr. Turley will serve on
the Executive Committee of the Board of Directors.
Item 8.01 Other Events
On February 10, 2006, the Company issued a press release announcing that it has
entered into agreements to reorganize its relationship with Lincoln and Swartz
under the terms of the Reset Agreement, Waiver Agreements and Warrant Agreement,
each of which is discussed above under Item 1.01. In addition, the Company
announced that Lincoln and Swartz will immediately convert their remaining
convertible debentures of the Company, following which the Company will not have
any debt on its balance sheet and that the Company will have the right to redeem
certain warrants owned by Lincoln and Swartz over a period of several months. A
copy of this press release is furnished as Exhibit 99.1 and is incorporated by
reference.
On February 15, 2006, the Company issued a press release announcing that it will
issue a dividend of $0.02 per share of common stock for shareholders and
qualified warrant holders of record as of February 24, 2006. A copy of this
press release is furnished as Exhibit 99.2 and is incorporated by reference.
Patriot Scientific Corporation expressly disclaims any obligation to update a
press release and cautions that it is only accurate on the date it was
presented. The inclusion of any data or statements in a press release does not
signify that the information is considered material.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
No. Description
4.29 Agreement with Regard to Exercise Price Resets and 4.99% Limitation
by and between Patriot Scientific Corporation and Lincoln Ventures,
LLC, entered into as of February 9, 2006.
4.30 Agreement with Regard to Exercise Price Resets and 4.99% Limitation
by and between Patriot Scientific Corporation and Swartz Private
Equity, LLC
4.31 Waiver and Agreement by and between Patriot Scientific Corporation
and Lincoln Ventures, LLC, entered into as of February 9, 2006
4.32 Waiver and Agreement by and between Patriot Scientific Corporation
and Swartz Private Equity, LLC entered into as of February 9, 2006
4.33 Warrant to Purchase Common Stock of Patriot Scientific Corporation
issued to Lincoln Ventures, LLC
99.1 Press release dated February 10, 2006.
99.2 Press release dated February 14, 2006.
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 of the
undersigned hereunto duly authorized.
Patriot Scientific Corporation
(Registrant)
Date: February 16, 2006 By: /s/ David H. Pohl
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