Re: Patriot FAQs appear to have been modified / text
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May 07, 2013 02:45PM
Patriot Scientific Corporation
Frequently Asked Questions
Q: What is the future direction of Patriot? Are additional M&A transactions planned? Is returning cash
to the shareholders an option?
A: Patriot is not currently
engaged in
an acquisition
proce
ss
. It has
divested of all non
essential
interests in activities that have required continued uses of cash. While we believe Patriot currently has a
relatively strong cash position, we
’ve
take
n
measures to preserve resources so that we are as prepared
as
possible to support our interests in the MMP Portfolio and meet all challenges, both known and
unforeseen. At this time
the
very important event
s
in determining Patriot’s future will be the outcome
in the current Northern California infringement litigati
on
and the actions before the International Trade
Commission
. Patriot
remains
supportive of a strategy to return cash to its shareholders however, no
action in this regard is expected to be undertaken until significant uncertainties surrounding the
busines
s, litigation, and the licensing program are resolved.
Q: Why aren’t all MMP
Portfolio licenses announced?
A: Not all MMP licenses are announced.
We believe that a
s a general rule the licensing program is
enhanced by the publicity associated with the
announcement of a new licensee. However, one reason
why a licen
se may not be announced is
the licensee
may require
confidentiality as
a condition to the
license agreement
. This may become
more
common
place
as
companies are increasingly approached by
parti
es representing intellectual property interests
. Companies don’t necessarily want to advertise that
they may
have been
targets for
patent infringement settlements.
Q: Why aren’t the licensee fees and terms for MMP licenses made public?
A:
The
rational
e for not disclosing licensing terms is to avoid this information setting minimum or upper
limits on future licensing deals, which would make it harder
in future negotiations with prospective
licensees.
P
otential licensees would have access to this inform
ation through Patriot’s public
filings
.
While we und
erstand
the desire of
our
shareholder
s to have this detailed information, it is in the best
interest of the licensing program not to disclose license details.
Q
: What is the current status of the USPTO re
examinations of the MMP Portfolio patents?
A: There have been
seventeen reexamination
challenges made on the MMP Portfolio
, all of which have
satisfactorily concluded
.
Q: Why don’t we ever hear about Holocom? Does Patriot still have an investment interest in Holocom?
A:
Patriot
continues to hold a preferred stock position in
Holocom
,
however its
results are not material
to our
business.
Q:
Why is there such a lack of t
ransparency
at Patriot?
A:
The perception that there is a lack of transparency stems largely from the nature of the licensing
business. It begins with the fact that most prospective licensees do not proactivel
y seek MMP Portfolio
licenses. This can create a potentially contentious environment where the rights of the Portfolio often
need to be aggre
ssively negotiated
with each licensor. Any information beyond what is not absolutely
essential or required by law
for public disclosure can be damaging to this effort. Similarly, litigation over
infringement, like most any litigation engaged in by corporations, is generally not commented on until
specific events are concluded.
Also
,
even in the best of times the li
censing business has
had
an episodic
element to it. Unless and until a reasonable basis for forecasting future results
becomes
apparent, it
would be inappropriate for us to make such speculations.
While we understand shareholder frustration
over transpar
ency, Patriot has
had
to work within the
se confines. Unfortunately, this can lead to
perceptions that there is an overall unreasonable or inappropriate lack of transparency
.
Finally,
there
are several important factors that
should be known which
contribut
e to the success of the licensing
business
and w
e have been careful to enumerate these in the Risk F
actors section of our annual report
on Form 10
K for the year ended May 31, 201
2
, and the quarterly report on Form 10
Q for the period
ended
February
2
8
, 20
1
3
. These are not
boilerplate
comments and we encourage you to read them
carefully.
Q: Does Patriot continue to purchase shares in the open market?
A: Patriot
periodically
purchase
s
shares
in the open market
within the
purview of the safe harbo
r of
Rule 10b
18 of the Securities Exchange Act of 1934.
Q: Are there significant stock option grants outstanding at the Board and management level for Patriot?
A: No. There are currently
575
,000 options granted which represent
s
less than
two
tenths of
one
percent of all outstanding shares.
Q: Is there significant insider trading in Patriot’s
stock?
A: There is not significant trading activity on the part of Patriot’s officers and Board. When trading
activity does occur, our
officers and
b
oard members are required to self report this activity with the
Securities and Exchange Commission on Form 4, Statement of Changes in Beneficial Ownership.
Officers
and directors
are subject to blackout periods restricting trading that at a
minimum typically covers
durations beginning with the conclusion of fiscal periods, through to the filing of quarter
ly
and annual
results on Forms 10
Q and 10
K. Accordingly,
officers and directors
are restricted from trading in the
Company’s stock for t
he majority of the year with
potentially
longer durations imposed in the event
there is material information that has yet to be released to the public.