UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
 
 
FORM 8-K
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 4, 2010
 
Patriot Scientific Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
0-22182
 
84-1070278
(State of other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
         
Carlsbad Corporate Plaza
6183 Paseo Del Norte, Suite 180
Carlsbad, CA 92011
(Address of Principal Executive Offices)
         
Registrant’s telephone number, including area code: (760) 547-2700
 
Not Applicable
(Former name or former address, if changed since last report)
 
 
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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o
  Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
Item 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 4, 2010, the Board of Directors of Patriot Scientific Corporation (“Patriot”) approved an amendment to Section 3.01 of Article III of Patriot’s bylaws to allow for “virtual” stockholder meetings. 

The foregoing description is qualified in its entirety by reference to the text of the amendment to the Bylaws, which is attached hereto as Exhibit 3.7.1 and incorporated herein by this reference.

 
Item 9.01      Financial Statements and Exhibits

(d)          Exhibits.  The following material is filed as an exhibit to this Current Report on Form 8-K:
 
 
Exhibit
Number

3.7.1                      Certificate of Amendment of Bylaws dated November 4, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
  Patriot Scientific Corporation  
       
Date: November 9, 2010
By:
/s/  Clifford L. Flowers  
   
Clifford L. Flowers
 
   
Chief Financial Officer
 
 

 
 
 
 
 
 
 
 
 
 
 

 
 
EXHIBIT INDEX
 
 
Exhibit
Number                                  Description                                                                            

3.7.1
Certificate of Amendment of Bylaws dated November 4, 2010

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 3.7.1
 
 
CERTIFICATE OF AMENDMENT OF
BYLAWS OF
PATRIOT SCIENTIFIC CORPORATION

I hereby certify that I am the duly elected, qualified and acting Secretary of Patriot Scientific Corporation, a Delaware corporation (the “ Corporation ”), and that the Board of Directors of the Corporation adopted a resolution amending the Bylaws of the Corporation at a duly held meeting of the Board of Directors on November 4, 2010:

1.     The Corporation’s Bylaws (the “ Bylaws ”) are hereby amended by deleting Section 3.01 of Article III thereof in its entirety and inserting the following in lieu thereof:
 
"3.01  Annual Meeting.  The annual meeting of the shareholders shall be held between the 90th and 180th day after the Company's tax year end, at such date and time as is designated from time to time by the Board of Directors and stated in the notice of the meeting.  Such annual meeting shall be held at such place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors.  Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law.  If so authorized, and subject to such guidelines and procedures as the board may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.  Any adjourned session of any meeting shall be held at the place designated in the vote of adjournment.  At each annual meeting the shareholders shall elect a Board of Directors in accordance with the Charter and shall transact such other business as may properly be brought before the meeting. ”

2.           The provisions of the Bylaws of the Corporation shall remain in full force and effect except as expressly modified herein.

I hereby certify that the foregoing is a true and correct copy of the Amendment to the Bylaws of the Corporation which was adopted at a meeting of the Board of Directors held on November 4, 2010.
 
WITNESS my signature this 9th day of November, 2010.
 

 
By:      
Name:  
Its: