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
(Date
of
Earliest Event Reported)
Patriot
Scientific Corporation
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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84-1070278
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(State
or other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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10989
VIA FRONTERA
(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):
o Written
communication pursuant to Rule 425 under the Securities Ac (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communication
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communication
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.
13e-4(c))
Item
1.02 TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT
On
June
12, 2005 Patriot Scientific Corporation’s (the “Company”) Agreement with San
Diego Millennia Consultants, pursuant to which Mr. Jeffrey E. Wallin provided
certain consulting services to the Company (the “Consulting Agreement”) was
terminated in conjunction with Mr. Wallin’s departure from the Company, except
that the provisions concerning the protection of the Company’s Trade Secrets,
Patents and Inventions (as defined in the Consulting Agreement) remain in
full
force and effect. Mr. Wallin had previously served as the Company’s President
and Chief Executive Officer.
On
June
13, 2005 the employment agreement of Mr. Lowell W. Giffhorn with the Company
was
terminated in conjunction with Mr. Giffhorn’s departure from the Company. The
Proprietary Information, Inventions and Non-Solicitation Agreement entered
into
by the parties remains in full force and effect. Mr. Giffhorn had previously
served as the Company’s Executive Vice President, Chief Financial Officer and
Secretary. He continues to serve as a Director of the Company.
Item
5.02 DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS.
The
employment of Mr. Jeffrey E. Wallin as the Company’s President and Chief
Executive Officer was terminated effective June 12, 2005, and the employment
of
Mr. Lowell W. Giffhorn as the Company’s Executive Vice President, Chief
Financial Officer and Secretary was terminated effective June 13, 2005.
Mr. David H. Pohl has been appointed to serve as the Company’s Chairman,
Chief Executive Officer and President. The Company issued a press release
announcing the departure of Messrs. Wallin and Giffhorn and the appointment
of
Mr. Pohl, on June 15, 2005. A copy of the press release is attached hereto
as
Exhibit 99.1.
Mr.
Pohl
has served on the Company’s Board of Directors since April 2001, and served as
an officer of the Company from January 2001 to March 2002. Except for his
service with the Company, Mr. Pohl has been in the private practice of law
counseling business clients since 1997, and from 1995 to 1996 was Special
Counsel to the Ohio Attorney General. Previously, he was a senior attorney
with
Jones Day Reavis & Pogue, and held positions as a senior officer and general
counsel in large financial services corporations, including Security Pacific
Financial Services, Inc. and Gibraltar MoneyCenter, Inc. Mr. Pohl earned
a J.D.
degree in 1962 from the Ohio State University College of Law, and also holds
a
BS in Administrative Sciences from Ohio State.
There
is
no family relationship between any of our executive officers.
There
were no transactions, or series of transactions, during fiscal 2004 and 2003,
nor are there any currently proposed transactions, or series of transactions,
to
which the Company is a party, in which the amount exceeds $60,000, and in
which
to its knowledge Mr. Pohl, has or will have any direct or indirect material
interest.
No
employment agreements currently exist between Mr. Pohl and the
Company.
Item
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Current Report on Form 8-K to be signed on its behalf by
the
undersigned hereunto duly authorized.
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Patriot
Scientific Corporation
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| Date:
June 17, 2005 |
By: |
/s/
David H. Pohl |
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David
H. Pohl
Chairman,
Chief Executive Officer and President
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