Re: Flowers Incentive(s)
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Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.
Message: Re: Flowers Incentive(s)
Corrections welcome on this one: Our new CFO, Mr. Flowers, was given a large amount of options that would become exerciseable/awarded IF he were to successfully shepherd the transfer of PTSC to an exchange such as NAZ, ASE, etc -- within 120 days of hire, which I believe was around the beginning of September.
Clifford Flowers Named as Chief Financial Officer
CARLSBAD, Calif. – September 17, 2007 – Patriot Scientific (OTC Bulletin Board: PTSC) announced today that Clifford L. Flowers has joined the company as its new Chief Financial Officer. Flowers brings with him 18 years of progressive and diversified experience managing public corporations including startups, turnarounds and established organizations.
"I'm pleased and delighted to have Cliff join our management team as CFO," said Patriot Scientific President and CEO Jim Turley. "He’s both experienced and creative and will become a vital asset as we move the company forward along our new path of growth and acquisition."
Flowers said, "I am excited about this challenge and eager to assist in assessing new opportunities for Patriot as it begins to focus on acquisitions. I believe the company is poised for significant growth and I look forward to bringing Patriot's assets to fruition for the benefit of its shareholders."
Prior to joining Patriot Scientific Flowers was VP of Finance and CFO at Financial Profiles, a subsidiary of The Hannover Insurance Group. He was also CFO at XiFin, a high-tech software company in San Diego, and CFO of Previo (formerly Stac Electronics), a computer-storage company. His accounting experience includes eight years with PricewaterhouseCoopers LLP.
Flowers succeeds Thomas J. Sweeney, who has been acting as Patriot's interim CFO for the past 26 months. Sweeney oversaw Patriot Scientific's transition into its current business structure and managed the company's complex Sarbanes-Oxley compliance efforts.
http://www.ptsc.com/news/press_releases/20070917.asp
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
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2. Issuer Name and Ticker or Trading Symbol PATRIOT SCIENTIFIC CORP [ PTSC.OB ] |
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/17/07 | |||||||||||||||||||||||
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4. If Amendment, Date of Original Filed (Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | Amount | (A) or (D) | Price |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2006 Stock Option Plan (right to buy) | $0.45 | 09/17/07 | A | 750,000 | 09/17/07 | 09/17/12 | Common $0.00001 par value | 750,000 | $0 | 750,000 | D |
| Explanation of Responses: |
| Remarks: |
| /s/ Clifford L. Flowers | 09/18/07 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
| ________ Transaction Codes: | |
| A | Grant, award or other acquisition pursuant to Rule 16b-3(d). |
http://www.secinfo.com/dV3p8.u317.htm
On September 17, 2007, we granted stock options, from our 2006 Stock Option Plan to our newly-appointed chief financial officer in accordance with his employment contract as follows: 600,000 non-qualified stock options, subject to vesting provisions within the option, and 150,000 non-qualified stock options which fully vest on January 17, 2008
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5470961
In connection with Mr. Flowers' appointment as Chief Financial Officer, and also commencing on September 17, 2007, the Company entered into an Employment Agreement (the “Agreement”) with Mr. Flowers for an initial 120-day term if not terminated pursuant to the Agreement, with an extension period of one year and on a day-to-day basis thereafter. Pursuant to the Agreement, Mr. Flowers is to receive a base salary of $225,000 per year and is eligible to receive an annual merit bonus of up to 50% of his base salary, as determined in the sole discretion of the Board of Directors. Also pursuant to the Agreement and on the date of the Agreement, Mr. Flowers received a grant of non-qualified stock options to purchase 150,000 shares of the Company’s common stock and a grant of non-qualified stock options to purchase 600,000 shares of the Company’s common stock. The Agreement also provides for Mr. Flowers to receive customary employee benefits, including health, life and disability insurance.
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5433685
Be well
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