FAQs Then May 10, 2012
posted on
Jan 15, 2014 12:31PM
Updated 5.10.12
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 pursuing any acquisition opportunities. It has, and continues to, divest of interests in activities that have required continued uses of cash. While we believe Patriot currently has a relatively strong cash position, we continue to take 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 a very important event in determining Patriot’s future will be the outcome in the current Northern California infringement litigation. A significant step in that process was the January 27, 2012 Markman hearing where claims construction arguments were presented to the court. Patriot is 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 business, litigation, and the licensing program are resolved. We, like our shareholders, anxiously await the court’s ruling from the Markman hearing.
Q: What are the plans for PDSG? Why has it only had limited success thus far?
A: We explored several go--‐to market strategies for PDSG. This began with an aggressive effort to identify partners that already had access and inroads to the market place. Given limited success we followed that effort with the exploration of a merger between PDSG and a specific systems integrator. Finally late last summer we again modified our market approach by reconfiguring the offering and removing many significant barriers to purchase including providing cloud based services under a SaaS model with generous evaluation options and minimal subscription duration commitments. As a result of PDSG’s continued inability to meet its business plan and in contemplation of several factors including the cash required for the continued support of its operations, in October 2011 we engaged a third--‐party investment banker to solicit interest for PDSG. Ultimately we negotiated a sale of PDSG’s assets in exchange for a royalty on PDSG revenues over the next three years and that transaction closed on April 30, 2012.
Q: Regarding the settlement reached between Patriot and the TPL Group in October 2011, why were further details not released regarding the settlement terms?
A: In order for Patriot and TPL to reach a settlement, it was necessary to agree that certain aspects of the settlement for which disclosure was not otherwise required remain confidential. Confidentiality was not our preference, however settling on terms that we believed to be favorable to the interests of Patriot’s shareholders was our priority and we believe that we achieved that goal despite our inability to share some of the other details. We hope that by settling we have removed one obstacle faced by the license program.
Q: There were many serious claims levied against TPL by Patriot. How can Patriot simply abandon these claims without moving forward with the litigation?
A: We considered several factors in deciding to settle with TPL, including the significant cost and duration of litigation, the remainder of the MMP Portfolio’s patent lives and the disruption to the licensing program. Although no settlement is ever perfect, we believed that the achievements afforded by the settlement were in the best interests of the licensing program and therefore Patriot’s shareholders.
Q: Some people have identified a certain licensee as the impetus for the lawsuit initiated by Patriot against TPL. How was that specific issue addressed?
A: All aspects of the settlement beyond that which was disclosed in the Company’s October 7, 2011 filing with the SEC made on Form 8--‐K are confidential.
Q: Now that Patriot has settled with TPL, why aren’t there more MMP license announcements?
A: While we believe that by settling we have removed a significant obstacle faced by the license program, we also believe the licensing program is influenced by several factors, some of which are more fully described in the Risk Factors section of our annual report on Form 10--‐K for the year ended May 31, 2011, and the quarterly report on Form 10--‐Q for the period ended February 29, 2012. We encourage the investing public to review these risk factors.
Q: On Chuck Moore’s Colorforth web--‐site he made several statements that described Patriot’s settling its lawsuit with TPL to be averse to his interests. Did Patriot act inappropriately with Mr. Moore?
A: Both Patriot’s and Mr. Moore’s lawsuits with TPL involve issues that in some manner pertain to the MMP Portfolio. However, Patriot’s and Mr. Moore’s legal actions and the underlying issues are separate and distinct. Patriot’s settling with TPL did not pose a conflict of interest in our dealings with Mr. Moore, and Patriot’s conduct with Mr. Moore has always been professional and above--‐board. For the benefit of the licensing program we would like to see TPL and Mr. Moore reach a settlement, however, Patriot’s primary obligation was and is, to its shareholders.
Q: Why aren’t all MMP Portfolio licenses announced?
A: Not all MMP licenses are announced. We believe that as a general rule the licensing program is enhanced by the publicity associated with the announcement of a new licensee. However, one reason why a license may not be announced is the licensee may require confidentiality as a condition to the license agreement. This may become more commonplace as companies are approached by interests representing intellectual property portfolios. 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: TPL’s rationale for not disclosing licensing terms is to avoid this information setting minimum or upper limits on future licensing deals, which would make it harder for TPL in future negotiations with prospective licensees. Potential licensees would have access to this information through Patriot’s public filings. While we understand the desire of our shareholder’s to have this detailed information, we have to agree with TPL that it is probably in the best interests 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. Also notable was the USPTO’s August 2011 denial of a reexamination reconsideration petition asserted against US‘336.
Q: Should the public contact the USPTO in support of the re--‐examination process?
A: At present this is not an issue given there are no actions pending before the USPTO. However, if in the future additional actions are brought before the USPTO, our patent counsel has strongly advised against the public contacting them. Our counsel believes that neither outcome nor expediency will be enhanced, and rather to the contrary, there may be some detrimental impact to the process.
Q: Why has there been a substitution of counsel in the Northern California infringement litigation against Acer, HTC and Barco?
A: Unfortunately we cannot answer this question at this time other than to say it is in the furtherance of a legal strategy that we expect will benefit the infringement litigation and overall licensing program.
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. Patriot’s expectations are for its interest to eventually be realized upon a transactional event driving liquidity.
Q: Why is there such a lack of transparency 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 proactively seek MMP Portfolio licenses. This can create a potentially contentious environment where the rights of the Portfolio often need to be aggressively 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 licensing 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 transparency, Patriot has had to work within these confines. Unfortunately, this can lead to perceptions that there is an overall unreasonable or inappropriate lack of transparency. This is not to say that we aren’t doing our best to increase transparency and will continue to do so, including assessing and differentiating information that truly needs to remain confidential and that which does not. Finally, there are several important factors that should be known which contribute to the success of the licensing business and we have been careful to enumerate these in the Risk Factors section of our annual report on Form 10--‐K for the year ended May 31, 2011, and the quarterly report on Form 10--‐Q for the period ended February 29, 2012. These are not boiler--‐plate comments and we encourage you to read them carefully.
Q: Does Patriot continue to purchase shares in the open market?
A: Yes, Patriot regularly purchases shares in the open market within the purview of the safe harbor 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 1,800,000 options granted all of which are underwater and which represent less than ½ 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 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 quarterly and annual results on Forms 10--‐Q and 10--‐K. Accordingly, officers and directors are restricted from trading in the Company’s stock for the 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.
Safe Harbor Statement: Statements herein which are not purely historical, including statements regarding
Patriot Scientific Corporation's intentions, hopes, beliefs, expectations, representations, projections, plans
or predictions of the future are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties including,
but not limited to, the risks and uncertainties relating to the future of our MMP joint-venture and our wholly
owned subsidiary PDSG. It is important to note that the company's actual results could differ materially
from those in any such forward-looking statements. Factors that could cause actual results to differ
materially include, but are not limited to, risks and uncertainties associated with the effect of changing
economic conditions, trends in the products markets, variations in the company's cash flow, market
acceptance risks, patent litigation, technical development risks, and seasonality. Our business could be
affected by a number of other factors, including the risk factors listed from time to time in the company's
SEC reports including, but not limited to, its most recent annual and quarterly reports filed on Forms 10-K
and 10-Q. The company cautions investors not to place undue reliance on the forward-looking statements
contained herein. Patriot Scientific Corporation disclaims any obligation, and does not undertake to
update or revise any forward-looking statements made herein.