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Message: Chairman's Notes of 2007 Annual Meeting of Shareholders

Chairman's Notes of 2007 Annual Meeting of Shareholders

posted on Jun 04, 2007 03:55PM

Chairman's Notes from the 2007 Annual Meeting of Shareholders of Patriot Scientific Corporation

The 2007 annual meeting of shareholders of Patriot Scientific Corporation was held on April 27, 2007, at the La Costa Resort and Spa in Carlsbad, California. Attendance was estimated at approximately 225. Informal feedback from many shareholders after the meeting reflected a generally upbeat and positive tone.

Business Meeting. The business portion of the meeting focused on the two issues which had been presented to stockholders in the proxy notice for the meeting. Proxies had been received for approximately 86% of the total number of outstanding shares. After tabulation of the votes on the first issue, the appointment of KMJ | Corbin & Co. as independent auditors for the company was ratified. On the second issue, the five members who have served on the Board of Directors during the past year were also reelected as proposed in the proxy statement: Helmut Falk Jr., Gloria Felcyn, Carlton Johnson Jr., Jim Turley and David Pohl. It was announced that a full tally of the votes will be published in the company's annual report on form 10-KSB that will be filed with the SEC in August, 2007, although as in the past, the results can be obtained before that date from the Secretary of the company.

Pohl Remarks. Chairman, President and CEO David Pohl then adjourned the formal business meeting and was the first of several speakers in the program that followed. He acknowledged receipt of a letter that was said to represent a summary of questions asked by shareholders holding approximately 56 million shares. Pohl indicated that many of the questions in the letter related to topics that would be addressed during the presentations at the meeting. He said an effort would be made to respond in a couple of weeks following the meeting to questions not covered during the presentations. (See Note at end of this Summary.)

Pohl began his remarks by stressing two words: "Common Goal." He stressed that he and the rest of the board members definitely share the frustration of many shareholders with the current market price of the company's common stock. The common goal of everyone involved in the company is to see the share price increase. Increased share price would not only reward the retail shareholders, but it would also help achieve another corporate goal, which is to get PTSC stock out of the bulletin board category and become listed on a national exchange such as AMEX or NASDAQ. Both exchanges have listing requirements that include share prices of three dollars or higher.

Pohl's comments also covered the topic of activities related to possible mergers and acquisitions or joint ventures. A merger or acquisition transaction with another company might be one way to accomplish getting listed on a national exchange. Discussions in October and November of 2006 with a privately held company that was a merger candidate broke down over the issue of valuation. There are informal indications the other company may want to rekindle discussions.

He also indicated that a subsequent transaction involving another company, Holocom Networks, would be described later in the meeting during a presentation by John Burns. Mr. Burns is the turnaround specialist now running the joint venture he formed with Patriot Scientific to engage in the business formerly conducted by Holocom. It was pointed out that a typical merger or acquisition may involve several months of initial screening and identification of candidates, several months of due diligence review and negotiations, plus more time for final document preparation and closing of the transaction. In other words, mergers and acquisitions are typically a time-consuming process.

Pohl referred to his intent to retire as president and CEO on June 5th as previously announced in a press release. He reconfirmed that it is time to bring in a new CEO with appropriate experience, vision, energy, plus industry and investment banking contacts to take the company to the next level along its corporate path. Pohl stated that he will continue to serve as chairman of the board and will provide support to assure that there is an orderly transition as the new president and CEO takes office. (Jim Turley was announced as the new CEO on June 4th.)

Addressing the topic of compensation for members of the Board of Directors, Pohl pointed out that the company has a very active board. This is partly due to the fact that the company has maintained a lean office staff while handling with the many challenges that have been successfully dealt with since June of 2005. He cited a few representative examples: 1) Gloria Felcyn as chairman of the Audit Committee working tirelessly with the financial team in successfully dealing with challenges provided by the financial restatements during 2006 and to the; and 2) Carl Johnson serving on several committees and continuously acting as liaison with attorneys representing the company in litigation matters plus serving as co-representative of the company along with David Pohl on the management board of Phoenix Digital Solutions. Mr. Johnson's latter capacity was never intended to be secret, and any disclosure deemed untimely was unintentional and inadvertent.

Jim Turley has provided expertise as chairman of the technology committee of the board to help evaluate various opportunities, and Helmut Falk is an active member of the compensation committee and the executive committee. Recently the board members have also attended to matters involved with costly and time-consuming activity to assure compliance with the various requirements of the Sorbanes-Oxley legislation, including the accelerated filing status of the company and assuring that the company meets prescribed standards for appropriate internal controls.

Noting that the licensing activities related to the company's jointly owned patent portfolio would be discussed later in the meeting, Pohl commented on the current status of other technology owned by the company. He said it has been decided that it would not be practical to proceed to develop the remote wireless charging device for which a patent application is currently pending. A report obtained from an independent consultant concluded that using the technology as described in the application would take approximately 31 years to charge two AA batteries.

Also, what originally appeared to be promising discussions regarding a potential joint venture in China regarding the Ignite chip have dried up. Although there currently is no ongoing R&D regarding the Ignite chip, consideration is being given, among other things, to a feasibility review of the company's patent on ground penetrating radar technology and the possibility of combining it with more recent technology plus perhaps the Ignite chip.

Swartz Remarks. Eric Swartz arrived from Atlanta to accept an invitation to speak at the meeting. He is one of two principals in the financial group that began providing funding for Patriot Scientific in 1997 and continued to do so until the last convertible debentures were retired in 2006. They are the largest shareholder in the company, and he firmly stated that they have never shorted any shares or warrants of the company although they have the right to make investment decisions and sell shares like any other shareholder. Swartz was complimentary of the accomplishments of the Patriot directors and management in the turnaround of the company accomplished since 2005.

Dwelling briefly on the patent portfolio licensing activities, Mr. Swartz had good things to say about Dan Leckrone and the TPL organization. He also expressed his confidence and belief in Patriot Scientific, including positive comments about the likely future of the company regardless of the outcome of the ruling to be issued in connection with the Markman hearing in the Texas patent infringement litigation.

Holocom Networks. The next speaker was John Burns, who used slides as he explained the background for the foreclosure transaction in which Patriot Scientific acquired the assets of Holocom Networks, Inc. Burns is a former corporate attorney with an engineering background who shifted his focus to entrepreneurial interests, including finance and corporate turnarounds. He now serves as president and CEO of Scripts Secured Data, Inc., a joint venture he formed with Patriot Scientific. The new company utilizes the assets, including intellectual property, and some former employees of the failed Holocom Networks company. The new business venture uses the Holocom name (Scripts Secured Data, Inc., DBA Holocom Networks).

Mr. Burns stated that Holocom and its products for secured communications pathways are approved for use by the National Security Agency and all branches of the military. He now conducts the business with a team of 15 employees as compared to the 50 that operated the former company. An interest in a non-core enterprise acquired in the foreclosure was sold to former principals of the failed company for cash and a note totaling $400,000, with a 10% equity interest retained by the SSDI/Patriot Scientific joint venture. Burns closed five of the original seven offices, significantly reduced operating expenses, and initiated an incentive program consisting of stock options and a bonus pool based on net income to motivate and ultimately reward employees who had accepted reduced salaries to join the new company.

Burns said preliminary unaudited results indicated that SSDI/Holocom had become profitable upon reaching monthly revenues of approximately $250000-$300000 after its first 2 1/2 months of operations. Based upon current activities and projections, he said with appropriate disclaimers that he expects the company he is running to stay profitable and achieve revenues of approximately $4 million in their first 12 months of operation.

TPL Presentation. Dan Leckrone, chairman of the TPL Group, was the next speaker introduced by Mr. Pohl. Leckrone described the TPL Group as a global intellectual property development and management company consisting of TPL, Alliacense, and Intellasys. They have over 200 employees and are headquartered in over 32,000 square feet of prime office space in Cupertino, California. The TPL group has about 30 employees and utilizes some 40 outside lawyers in providing support for the entire corporate organization, with its core competency being intellectual property development and litigation management.

Alliacense carries out the TPL licensing programs, with a rapidly growing staff that currently numbers 30. Alliacense also receives support from Intellasys, which has about 150 employees constituting a resource of outstanding technical expertise. About 40 of them have Ph.D.'s and another 80 have masters degrees. Intellasys has eight design centers and three overseas sales offices. Its core competency is in semi-conductor devices, memory management and control, including applications for networking and security.

Mr. Lekcrone then cautioned the audience to be aware of the fact that our present U.S. patent system is under attack. The threat is very real. The movement is well organized and heavily funded by large firms who are behind a string of pending cases that would seek to tear down our patent system as we know it today. He said TPL is determined to be proactive in attempting to defend the system by filing "friend of the court" briefs in pending cases and in launching a legislative information program. He encouraged everyone to follow the legislation pending in Congress and to be active in communicating with congressional representatives and leaders to increase public awareness and defend the current system.

Licensing. Mac Leckrone, president of Alliacense, was the next speaker. Alliacense is the licensing entity of the TPL group that manages the MMP patent portfolio that is jointly owned by Patriot Scientific and in The TPL Group. His highly informative presentation started with an explanation of his organization and how it conducts its business. He described the process of acquiring various products that utilize microprocessors and then taking them apart to identify components likely to be infringing on the MMP portfolio. His slides showed examples of cameras, an amusing shot of a popular toy "undressed" to show the technology inside, ATM machines, and point-of-sale machines among others that are part of some 200 various products that are analyzed each month. He stated that his group has already met with several automobile firms and suppliers, with that industry being a major focus this year.

A significant part of the Alliacense informative slide presentation involved the revelation by Mac Leckrone that approximately 485 companies have been put on written notice that they are likely infringing on one or more patents in the MMP portfolio. Over 300 of those companies have revenues exceeding $1 billion per year, and over 220 of the companies put on notice have responded. Alliacense conducted 265 customer meetings starting in January of 2006 through the time of this presentation. They met with 81 companies, which resulted in 16 licenses being signed in the 22 industry sector licensing categories as of the time of this presentation. The presentation was very well received.

Question and Answer Session. The meeting proceeded with a question and answer session, some of which included the following:

  • Pohl reconfirmed that the board and management is as puzzled and frustrated by the share price level as other shareholders, that the company is absolutely not manipulating the market price of its shares as some have questioned, and members of the board are bullish about the future of Patriot Scientific. In answer to a question as to whether any board members have sold shares within the past six months, the answer was "no."

  • One of the goals of the company is to get out of the bulletin board status and become listed on a major stock exchange. Pohl met with a representative of AMEX several months ago to discuss possible listing, and he also has reviewed requirements for NASDAQ. The market price of PTSC shares must reach the threshold to meet listing requirements, such as three dollars per share to be listed on AMEX.

  • The Board of Directors is aware that a reverse stock split may be a strategy to be considered to achieve an increase in the share price. However, such action would not be prudent in the absence of adequate assurance that ongoing business developments would be sufficiently positive to keep the shares trading near or above the new market price achieved by the reverse stock split. Such action is not being considered at the present time.

  • The number of shares and warrants currently held by the Swartz/Lincoln interests are disclosed in public filings with the SEC. See the proxy statement of the 2007 annual meeting for the latest information as filed.

  • The board is aware that some shareholders would prefer that the company conserve its available cash by not paying dividends to shareholders. However, there is another body of shareholders that welcome the payment of dividends. As stated in the publicly announced dividend policy, the board will always consider prudent cash management and alternative uses of funds in light of business and market conditions when reviewing the question of whether to pay dividends at any given time.

  • The Board of Directors and management completely agree with sentiments expressed by shareholders that the Patriot Scientific story is exciting and should be getting widespread attention. Pohl sponsored a conference call of Patriot Scientific's public relations and investor relations consultants to discuss the subject with several influential shareholders. The answer for now was summarized by John Radewagen of the Hoffman agency at the annual meeting: reporters generally write articles based upon newsworthy events, and the Patriot Scientific story, while quite interesting to all of us, is not regarded by media reporters as a reportable event. Pohl and Radewagen confirmed that ongoing activities involve providing influential industry and media representatives with background information so they will be familiar with the Patriot Scientific story when reportable events occur.

  • Pohl and Johnson had been in New York several times in the past six months to meet with various investment bankers and acquaint them with the Patriot Scientific story. Even though the current share price is not high enough to meet standards for investment by institutional investors, the company is laying the groundwork for the future.

  • Executives of both TPL and Patriot Scientific expressed optimism that the forthcoming ruling by the by the federal judge in Texas pertaining to the Markman claims construction hearing will be favorable for the TPL/PTSC claims applicable to the MMP patent portfolio. However, as with any legal proceeding, there can be and are no advance assurances of the outcome until the ruling is announced.

  • Pohl reiterated his belief that the outlook for Patriot Scientific is positive even if the Markman hearing ruling is not as favorable as expected or desired. He repeated that the company has millions of dollars of available cash in the bank, has no long-term debt, current liabilities of less than $200,000, and has a small staff. All of these factors could be leveraged in a positive way for future business opportunities.
Note: As a result of the depth of the various presentations and responses to shareholder questions prior to the close of the 2007 annual meeting of shareholders, management of Patriot Scientific was advised by the company's corporate attorney that all questions that should be answered were answered. It was also management's desire that all Patriot Scientific shareholders should have a publicly available summary of information disseminated at the annual meeting. The notes that appear above were prepared by David Pohl and are being published on the Patriot Scientific website for that purpose. Recording of the proceedings was not allowed, and in the absence of such a recording the foregoing notes reflect a good faith effort to provide a general summary. Shareholders and investors are cautioned that this summary by its nature is incomplete, may contain errors and omissions, and should not be relied upon for making investment decisions.

The following applies to statements made at the 2007 annual meeting of shareholders of Patriot Scientific Corporation and during the program that followed, and to the informal notes that appear above summarizing the meeting and the program that followed:
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements looking forward in time involve risks and uncertainties, including the risks associated with the effect of changing economic conditions, market trends, variations in the company's cash flow, market acceptance risks, results of patent litigation, technical development risks, and other risk factors detailed in the company's Securities and Exchange Commission filings.
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