AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER____, 2002
REG. NO. 33
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 ITS CHARTER)
DELAWARE 84-1070278
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10989 VIA FRONTERA, SAN DIEGO, CALIFORNIA 92127
(858) 674-5018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
________________________________________________
ADVISORY AND CONSULTING AGREEMENTS
(FULL TITLE OF PLAN)
________________________________
LOWELL W. GIFFHORN
CHIEF FINANCIAL OFFICER
10989 VIA FRONTERA
SAN DIEGO, CALIFORNIA 92127
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(858)674-5018
(TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
COPY TO:
THE LAW OFFICES OF MICHAEL L. CORRIGAN
MICHAEL L. CORRIGAN
CITY NATIONAL BANK BUILDING
4275 EXECUTIVE SQUARE
SECOND FLOOR, SUITE 210
LA JOLLA, CALIFORNIA 92037
(858)731-0044
CALCULATION OF REGISTRATION FEE
-------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE PRICE (2) REGISTRATION FEE
- -------------------- ----------------- ----------------- -------------------- -----------------
COMMON STOCK
(.00001 PAR VALUE) 2,000,000 $ .05 $ 100,000 $ 9.20
- -------------------- ----------------- ----------------- -------------------- -----------------
(1) REPRESENTS 2,000,000 SHARES OF COMMON STOCK TO BE ISSUED TO A
CONSULTANT, AS COMPENSATION FOR SERVICES RENDERED.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE AMOUNT OF
REGISTRATION FEE AND PURSUANT TO RULES 457(C) AND 457(H) OF THE GENERAL RULES
AND REGULATIONS UNDER THE SECURITIES ACT OF 1993.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
GENERAL INFORMATION
THE COMPANY:
THE COMPANY HAS ITS PRINCIPAL OFFICES AT 10989 VIA FRONTERA, SAN DIEGO,
CALIFORNIA 92127, TELEPHONE (858)674-5015.
PURPOSES:
THE COMMON STOCK WILL BE ISSUED BY THE COMPANY PURSUANT TO AN AGREEMENT ENTERED
INTO BETWEEN THE CONSULTANT AND THE COMPANY AND APPROVED BY THE BOARD OF
DIRECTORS OF THE COMPANY (THE "BOARD OF DIRECTORS"). THE AGREEMENT IS INTENDED
TO PROVIDE A METHOD WHEREBY THE COMPANY MAY BE STIMULATED BY THE PERSONAL
INVOLVEMENT OF THE CONSULTANT IN THE COMPANY'S BUSINESS THEREBY ADVANCING THE
INTERESTS OF THE COMPANY, AND ALL OF ITS SHAREHOLDERS.
COMMON STOCK:
THE BOARD HAS AUTHORIZED THE ISSUANCE OF UP TO 2,000,000 SHARES OF THE COMMON
STOCK TO THE CONSULTANT UPON EFFECTIVENESS OF THE REGISTRATION STATEMENT.
CONSULTANTS:
THE CONSULTANT HAS AGREED TO PROVIDE ITS EXPERTISE AND ADVICE TO THE COMPANY ON
A NON-EXCLUSIVE BASIS FOR THE PURPOSE OF GENERALLY REPRESENTING THE COMPANY WITH
RESPECT TO CERTAIN LEGAL MATTERS.
NO RESTRICTIONS ON TRANSFER
UPON THE SHARES BECOMING "EARNED" PURSUANT TO THE TERMS OF CONSULTANT'S
ENGAGEMENT AGREEMENT, THE CONSULTANT WILL BECOME THE RECORD AND BENEFICIAL OWNER
OF THE SHARES OF COMMON STOCK UPON ISSUANCE AND DELIVERY AND IS ENTITLED TO ALL
OF THE RIGHTS OF OWNERSHIP, INCLUDING THE RIGHT TO VOTE ANY SHARES AWARDED AND
TO RECEIVE ORDINARY CASH DIVIDENDS ON THE COMMON STOCK.
TAX TREATMENT TO THE CONSULTANT
THE COMMON STOCK IS NOT QUALIFIED UNDER SECTION 401(A) OF THE INTERNAL REVENUE
CODE. THE CONSULTANT, THEREFORE, WILL BE DEEMED FOR FEDERAL INCOME TAX PURPOSES
TO RECOGNIZE ORDINARY INCOME DURING THE TAXABLE YEAR IN WHICH THE FIRST OF THE
FOLLOWING EVENTS OCCURS: (A) THE SHARES BECOME FREELY TRANSFERABLE, OR (B) THE
SHARES CEASE TO BE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE. ACCORDINGLY, THE
CONSULTANT WILL RECEIVE COMPENSATION TAXABLE AT ORDINARY RATES EQUAL TO THE FAIR
MARKET VALUE OF THE SHARES ON THE DATE OF RECEIPT SINCE THERE WILL BE NO
SUBSTANTIAL RISK OF FORFEITURE OR OTHER RESTRICTIONS ON TRANSFER. IF, HOWEVER,
THE CONSULTANT RECEIVES SHARES OF COMMON STOCK PURSUANT TO THE EXERCISES OF AN
OPTION OR OPTIONS AT AN EXERCISE PRICE BELOW THE FAIR MARKET VALUE OF THE SHARES
ON THE DATE OF EXERCISE, THE DIFFERENCE BETWEEN THE EXERCISE PRICE AND THE FAIR
MARKET VALUE OF THE STOCK ON THE DATE OF EXERCISE WILL BE DEEMED ORDINARY INCOME
FOR FEDERAL TAX PURPOSES. THE CONSULTANT IS URGED TO CONSULT HIS TAX ADVISOR ON
THIS MATTER. FURTHER, IF ANY RECIPIENT IS AN "AFFILIATE", SECTION 16(B) OF THE
EXCHANGE ACT IS APPLICABLE AND WILL AFFECT THE ISSUE OF TAXATION.
TAX TREATMENT TO THE COMPANY
THE AMOUNT OF INCOME RECOGNIZED BY ANY RECIPIENT HEREUNDER IN ACCORDANCE WITH
THE FOREGOING DISCUSSION WILL BE AN EXPENSE DEDUCTIBLE BY THE COMPANY FOR
FEDERAL INCOME TAX PURPOSES IN THE TAXABLE YEAR OF THE COMPANY DURING WHICH THE
RECIPIENT RECOGNIZES INCOME.
RESTRICTIONS OF RESALES
IN THE EVENT THAT AN AFFILIATE OF THE COMPANY ACQUIRES SHARES OF COMMON STOCK
HEREUNDER, THE AFFILIATE WILL BE SUBJECT TO SECTION 16(B) OF THE EXCHANGE ACT.
FURTHER, IN THE EVENT THAT ANY AFFILIATE ACQUIRING SHARES HEREUNDER HAS SOLD OR
SELLS ANY SHARES OF COMMON STOCK IN THE SIX MONTHS PRECEDING OR FOLLOWING THE
RECEIPT OF SHARES HEREUNDER, ANY SO CALLED "PROFIT", AS COMPUTED UNDER SECTION
16(B) OF THE EXCHANGE ACT, WOULD BE REQUIRED TO BE DISGORGED FROM THE RECIPIENT
TO THE COMPANY. SERVICES RENDERED HAVE BEEN RECOGNIZED AS VALID CONSIDERATION
FOR THE "PURCHASE" OF SHARES IN CONNECTION WITH THE "PROFIT" COMPUTATION UNDER
SECTION 16(B) OF THE EXCHANGE ACT. THE COMPANY HAS AGREED THAT FOR THE PURPOSE
OF ANY "PROFIT" COMPUTATION UNDER 16(B) THE PRICE PAID FOR THE COMMON STOCK
ISSUED TO AFFILIATES IS EQUAL TO THE VALUE OF SERVICES RENDERED. SHARES OF
COMMON STOCK ACQUIRED HEREUNDER BY PERSONS OTHER THAN AFFILIATES ARE NOT SUBJECT
TO SECTION 16(B) OF THE EXCHANGE ACT.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
THE COMPANY HEREBY INCORPORATES BY REFERENCE (I) ITS ANNUAL REPORT OF FORM 10-K
FOR THE YEAR ENDED MAY 31, 2002, FILED PURSUANT TO SECTION 13 OF THE EXCHANGE
ACT, (II) ANY AND ALL FORMS 10-Q FILED UNDER THE SECURITIES OR EXCHANGE ACT
SUBSEQUENT TO ANY FILED FORM 10-K, AS WELL AS ALL OTHER REPORTS FILED UNDER
SECTION 13 OF THE EXCHANGE ACT, AND (III) ITS ANNUAL REPORT, IF ANY TO
SHAREHOLDERS DELIVERED PURSUANT TO RULE 14A-3 OF THE EXCHANGE ACT. IN ADDITION,
ALL FURTHER DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTION 13, 14, OR 15 (D)
OF THE EXCHANGE ACT PRIOR TO THE TERMINATION OF THIS OFFERING ARE DEEMED TO BE
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS AND TO BE A PART HEREOF FROM THE
DATE OF THE FILING. ALL DOCUMENTS WHICH WHEN TOGETHER, CONSTITUTE THIS
PROSPECTUS, WILL BE SENT OR GIVEN TO PARTICIPANTS BY THE REGISTRANT AS SPECIFIED
BY RULE 428(B)(1) OF THE SECURITIES ACT.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
A COPY OF ANY DOCUMENT OR PART HEREOF INCORPORATED BY REFERENCE IN THIS
REGISTRATION STATEMENT BUT NOT DELIVERED WITH THIS PROSPECTUS OR ANY DOCUMENT
REQUIRED TO BE DELIVERED PURSUANT TO RULE 428(B) UNDER THE SECURITIES ACT WILL
BE FURNISHED WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST. REQUESTS SHOULD BE
ADDRESSED TO: 10989 VIA FRONTERA, SAN DIEGO CA, 92127.
LEGAL OPINIONS AND EXPERTS
MICHAEL L. CORRIGAN HAS RENDERED AN OPINION ON THE VALIDITY OF THE SECURITIES
BEING REGISTERED.
THE FINANCIAL STATEMENTS OF PATRIOTIC SCIENTIFIC CORPORATION (INCORPORATED BY
REFERENCE IN THE COMPANY'S ANNUAL REPORTS - FORM 10-K) HAVE BEEN AUDITED (1) BY
BDO SEIDMAN LLP, INDEPENDENT AUDITORS, FOR EACH OF THE YEARS ENDED MAY 31, 2000
AND 2001 AND (2) BY NATION SMITH HERMES DIAMOND, INDEPENDENT AUDITORS, FOR THE
YEAR ENDED MAY 31, 2002, AS SET FORTH IN THEIR REPORTS INCORPORATED HEREIN BY
REFERENCE. THIS INCORPORATION BY REFERENCE IS IN RELIANCE UPON SUCH REPORTS
GIVEN UPON THE AUTHORITY OF THE FIRM AS EXPERTS IN AUDITING AND ACCOUNTING.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
INSOFAR AS INDEMNIFICATION OF LIABILITIES ARISING UNDER THE SECURITIES ACT MAY
BE PERMITTED TO DIRECTORS, OFFICERS, OR PERSONS CONTROLLING THE COMPANY, THE
COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE COMMISSION SUCH
INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT AND
IS, THEREFORE, UNENFORCEABLE.
THE DOCUMENT(S) CONTAINING THE INFORMATION SPECIFIED IN PART I WILL BE SENT OR
GIVEN TO EMPLOYEES AS SPECIFIED BY RULE 428(B)(1) OF THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"). SUCH DOCUMENTS ARE NOT BEING FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION EITHER AS PART OF THIS REGISTRATION STATEMENT
OR AS PROSPECTUSES OR PROSPECTUS SUPPLEMENTS PURSUANT TO RULE 424 OF THE
SECURITIES ACT. SUCH DOCUMENTS AND THE DOCUMENTS INCORPORATED BY REFERENCE IN
THIS REGISTRATION STATEMENT PURSUANT TO ITEM 3 OF PART II HEREOF, TAKEN
TOGETHER, CONSTITUTE A PROSPECTUS THAT MEETS THE REQUIREMENTS OF SECTION 10(A)
OF THE SECURITIES ACT.
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: THE COMPANY'S ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED MAY 31, 2002; THE COMPANY'S QUARTERLY REPORTS ON
FORM 10-Q FOR THE FISCAL QUARTER ENDED AUGUST 31, 2002;
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
ITEM 4. DESCRIPTION OF SECURITIES.
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
NOT APPLICABLE.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 INDEX TO
EXHIBITS ON PAGE 12.
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.
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.
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 OF THE
REQUIREMENTS FOR FILING A FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SAN DIEGO, STATE OF CALIFORNIA ON OCTOBER 31, 2002.
PATRIOT SCIENTIFIC CORPORATION
BY /S/ LOWELL GIFFHORN
LOWELL GIFFHORN, CFO
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- --- -----------
4.1 CONSULTING AGREEMENT: BARRY CLARK
5.1 OPINION OF COUNSEL, REGARDING THE LEGALITY OF THE SECURITIES
REGISTERED HEREUNDER
23.1 CONSENT OF NATION SMITH HERMES DIAMOND
23.2 CONSENT OF BDO SEIDMAN, LLP
23.3 CONSENT OF COUNSEL (INCLUDED AS PART OF EXHIBIT 5.1)