Patriot Scientific der Highflyer 2006

Note Regareding Settlement from CEO Jim Turley

Shareholders are advised that the following is the only information that will be provided by Patriot Scientific Corporation regarding the resolution of the Texas (and California) litigation that had been pending regarding the MMP portfolio patents subject to the dispute:

Patriot Scientific Corporation, its directors, officers and employees are obligated to observe the confidentiality provisions of the settlements and will limit any comments or statements solely to references to the wording of the joint press release or statements that matters between the parties to the litigation have been settled.

This settlement occurred during Patriot's current financial quarter, which ends February 28, 2008, and for which financial reports will be due for filing with the SEC by the second week of April, 2008. Information applicable to this settlement will be included in those reports to the extent required of the company, yet consistent with the confidentiality restrictions imposed by the settlement pursuant to guidance from Patriot's professional legal and accounting advisors.

In addition, consistent with applicable securities laws and Patriot's insider-trading policy, the company's directors, officers, employees and consultants who have knowledge of the terms of settlement are restricted from trading in PTSC shares until after the company's quarterly financial reports are publicly filed next April.

We realize that our shareholders may expect that the details of the settlement should be made available to them, or that Patriot's board and management might provide at least general comments or further press releases on the subject. We understand this and would do so if permitted, but in order to honor our legal commitments regarding confidentiality, we have said all we can say.

--Jim Turley  

http://www.ptsc.com/news/press_releases/20071218.asp

Note Regareding Settlement from CEO Jim Turley

Shareholders are advised that the following is the only information that will be provided by Patriot Scientific Corporation regarding the resolution of the Texas (and California) litigation that had been pending regarding the MMP portfolio patents subject to the dispute:

Patriot Scientific Corporation, its directors, officers and employees are obligated to observe the confidentiality provisions of the settlements and will limit any comments or statements solely to references to the wording of the joint press release or statements that matters between the parties to the litigation have been settled.

This settlement occurred during Patriot's current financial quarter, which ends February 28, 2008, and for which financial reports will be due for filing with the SEC by the second week of April, 2008. Information applicable to this settlement will be included in those reports to the extent required of the company, yet consistent with the confidentiality restrictions imposed by the settlement pursuant to guidance from Patriot's professional legal and accounting advisors.

In addition, consistent with applicable securities laws and Patriot's insider-trading policy, the company's directors, officers, employees and consultants who have knowledge of the terms of settlement are restricted from trading in PTSC shares until after the company's quarterly financial reports are publicly filed next April.

We realize that our shareholders may expect that the details of the settlement should be made available to them, or that Patriot's board and management might provide at least general comments or further press releases on the subject. We understand this and would do so if permitted, but in order to honor our legal commitments regarding confidentiality, we have said all we can say.

--Jim Turley  

na ja, mit einem kaputten Bein, geht das nicht so schnell.......  

dich etwas abgelenkt und schon Handschellen angelegt ??  

"revenue in the Tens of Millions for years to come" - ich denke schon, dass wir von einer Summe von > 50 Mio USD pro Jahr ausgehen können :-).

Im April wissen wir es dann genauer. Bis dahin wird wohl auch noch der eine oder andere Lizenznehmer gemeldet werden.  

Hello,

Patriot Scientific has entered into a business resolution with Toshiba, Matsushita and JVC over the MMP portfolio. All parties are pleased with the business resolution of their dispute. The terms of their settlement include the grant by the TPL Group of rights under the Moore Microprocessor Patent Portfolio to Toshiba, Matsushita and JVC and their respective subsidiaries. Details of the settlement are confidential.

The full press release is attached below.

TPL, Toshiba, Matsushita (Panasonic), and JVC Resolve Their Dispute Over the Moore Microprocessor Patent™ Portfolio
CUPERTINO, Calif.--(BUSINESS WIRE)--The TPL Group, Patriot Scientific Corporation, Toshiba, Matsushita (Panasonic) and JVC announced today that they have entered into a business resolution of their legal disputes in two patent infringement lawsuits pending in the US District Courts in the Eastern District of Texas and the Northern District of California. The terms of their settlement include the grant by the TPL Group of rights under the Moore Microprocessor Patent Portfolio to Toshiba, Matsushita and JVC and their respective subsidiaries. The parties have agreed that the details of the settlement are confidential. All parties are pleased with the business resolution of their dispute and will be voluntarily dismissing their Texas and California lawsuits.

About the MMP Portfolio

The Moore Microprocessor Patent Portfolio contain intellectual property that is jointly owned by the privately-held TPL Group and publicly-held Patriot Scientific Corporation. The portfolio includes seven U.S. Patents as well as their European and Japanese counterparts. Manufacturers of microprocessor-based products can learn more about how to participate in the MMP Portfolio Licensing Program by contacting: mmp-licensing@alliacense.com.

About Toshiba Corporation

Toshiba Corporation is a leader in digital products, electronic devices, and social infrastructure. The company’s integration of these wide-ranging capabilities assures its position as an innovator in advanced components, products and systems.

About Matsushita Electric Industrial Co., Ltd.

Matsushita, best known for its Panasonic brand, is a worldwide leader in the development and manufacture of electronic products for a wide range of consumer, business and industrial needs.

About Victor Company of Japan, Limited (JVC)

JVC, well known for its invention of VHS format of VCR, is a leading international electronics company that has achieved success by combining its excellence in audio and video hardware with its global-scale software business, and also has a growing reputation for its professional equipment. JVC operates several business lines through which it offers a wide variety of devices and solutions. JVC business lines are Video, Audio, TV, Entertainment, Information-related Equipment, and Component Devices. Headquarters in Yokohama, Japan, JVC was founded in 1927. For more information, visit the JVC Web site at www.jvc-victor.co.jp/english/global-e.html

About TPL Group and Alliacense

Alliacense is a TPL Group Enterprise executing best-in-class design and implementation of Intellectual Property (IP) licensing programs. As a cadre of IP licensing strategists, technology experts, and experienced business development/management executive, Alliacense focuses on expanding awareness and value of TPL's IP portfolios. Founded in 1988, The TPL Group has emerged as a coalition of high technology enterprises involved in the development, management and commercialization of proprietary product technologies as well as the design, manufacture and sales of proprietary products based on those technologies and corresponding IP assets. For more information, visit www.alliacense.com.

About Patriot Scientific

Patriot Scientific (OTCBB:PTSC) is a leading intellectual property licensing company that develops, markets, and enables innovative technologies to address the demands in fast-growing markets such as wireless devices, smart cards, home appliances and gateways, set-top boxes, entertainment technology, automotive telematics, biomedical devices, and industrial controllers. Headquartered in Carlsbad, Calif., information about the company can be found at http://www.ptsc.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this news release, looking forward in time, involve risks and uncertainties, including the risks associated with the effect of changing economic conditions, trends in the products markets, variations in the company’s cash flow, market acceptance risks, technical development risks, seasonality and other risk factors detailed in the company’s Securities and Exchange Commission filings.

Alliacense and Moore Microprocessor Patent (MMP) are trademarks of Technology Properties Limited (TPL). All other trademarks belong to their respective owners.





 

gebrochenes bein - MyVideo  

habs leider nicht gesehen.
aber doppelt hält besser!  

Ab 10 % Kursgewinn tanzt der Luigi für alle PTSC-Investierten Shareholder:

http://www.cheesebuerger.de/images/smilie/musik/f045.gif
http://www.cheesebuerger.de/images/smilie/musik/f045.gif

Heute sind es Zwillinge, dann werden's über 20 % bis zum Schlussgonggggg !!!

Go PTSC. Go, GO GO GO  

man,man,man!  

erinnerst Du Dich an meinen Kommentar von gestern?
Trotzdem, PTSC wird weiter steigen.  

Wie der sehr enttäuschende Kursverlauf gestern zeigt, wurde das Settlement ohne Verkündung der vereinbarten Lizenzzahlungssummen, zwar zunächst rasch nach Bekanntwerden in das TH von 0,94 USD umgesetzt, danach ging es aber wieder schnell bergab bis unter den Eröffnungskurs und es bleibt uns ein mageres Plus von 6% gegenüber dem Vortages-SK.

Ein Grund dafür wird sein, dass viele Trader in den letzten Wochen eingestiegen sind, mit dem Ziel zu verkaufen, sobald eine Entscheidung in TX gemeldet wird.

Dazu kommen wohl auch noch so einige enttäuschte Investoren, die die Nase voll haben, diese ewige Geheimniskrämerei über die genauen Summen, die bisher geflossen sind und auch jetzt fliessen werden. Mir geht das gewaltig auf den Sack !!

Es geht auch anders, wie dieses Beispiel zeigt:

"By TSC Staff
10/24/2007 9:30 AM EDT  

Transmeta (TMTA - Cramer's Take - Stockpickr - Rating) soared 241% early Wednesday after the chip company scored a $150 million patent-settlement payout from Intel "

Wir können heute durchaus mit einem weiteren Kursverfall rechnen, denn es werden noch viele verkaufen wollen, bevor wir wieder unter die 0,50 USD fallen. Kaufen kann man wieder Ende März 2008, vor Verkündung der dann wieder mit Euphorie erwarteten Zahlen, über die bis dahin weiterhin spekuliert werden darf :-((.

 

 

http://www.infoworld.com/article/07/12/18/...atriot-Scientific_1.html

Auszug aus dem Artikel von Ephraim Schwartz, der sich nicht unbedingt positiv äussert, bzw. auch falsche Fakten verbreitet:

"Patriot is what is known in the industry as a patent troll, added Brookwood, mainly because it did not create the patent but rather bought the patent and then went out, trolling, to discover who might be in violation of it.

Previously, Patriot and TLP settled with AMD, Intel, and Fujitsu among others.

Few companies, if any, remain to settle with Patriot and TPL."

Einige Member von Agora haben sich schon bei dem Typ beschwert.

 

http://www.agoracom.com/ir/patriot/messages/669099#message

Just got a thought this morning about how we might get some early information on the amount of the settlements.  If anyone is a shareholder of any of these companies, they'll be getting an annual report maybe sometime in January, if the companies are on a calendar year basis.  If so, they have to report any litigation settlements in this report and we'll get our info several months early.  Can probably request these reports even if not a shareholder.  

Also die nächsten Quartalsberichte von
NEC (of America)
Toshiba
Matsushita (Panasonic)
JVC

suchen bzw. die Daten des zuletzt veröffentlichten Quartalsberichtes und 3 Monate hinzuzählen und dann hineinschauen, was zu Patentzahlungen drinsteht - könnte doch spannend sein (und kursrelevant).  

befürchtet:

"Wir können heute durchaus mit einem weiteren Kursverfall rechnen, denn es werden noch viele verkaufen wollen, bevor wir wieder unter die 0,50 USD fallen. Kaufen kann man wieder Ende März 2008, vor Verkündung der dann wieder mit Euphorie erwarteten Zahlen, über die bis dahin weiterhin spekuliert werden darf :-((."

PTSC - Trader's delight, dank Geheimniskrämerei, diese Idioten. Ein Tritt in den Hintern aller treuen, naiven Longs.
 

das wäre auch passiert wenn wir gestern bei 1,50 € geschlossen hätten. Ist doch normal, das Gewinnmitnahmen einsetzen. Find ich zwar auch nicht toll, aber wir könnens nicht ändern.
Übrigens RT in US: 0,695 $ von Tief bei 0,62.
Würde mich nicht wundern, wenn wir heute in US wieder im Plus schließen.  

ich sehe das etwas anders. Das sind kurzsichtige Daytrader, die Lemminge die den Nachrichten nachlaufen und nur das tun was die anderen machen. Mich kratzt das nicht, sollen sie doch ihre Aktien rauswerfen. In 2 Monaten stehen sie wieder Schlange um dem fahrenden Zug nachzulaufen.

Meine Strategie war das nie. Und sehe ich mir das Volumen und den Kursverlauf an, dann haben die Lemminge die gestern gekauft haben, sich alle anständig die Finger verbrannt. Gut so.

Mag sein das man mich einen Daueroptimisten schimpft, aber ich bin seit mehr als 2 Jahren in PTSC investiert, da juckt´s mich nicht auch noch weitere 3 Monate zu warten.

Der "Trend" ist nicht mein Freund, sondern die genaue Analyse der Zahlen und Möglichkeiten eines Unternehmens. Die sagen mir, PTSC ist eine Firma die vorgestern schon finanziell auf einem sehr guten Fundament stand und heute auf einem noch bessern. Was der Mop dazu meint ist mir schnuppe.

Der heutige Kursverfall dient einer nachhaltigen positiven Entwickung, je weniger zittrige Daytrader desto besser.

Wer heute kauf schwimmt gegen den Strom und zählt mittelfristig sicher zu den Gewinnern.

Grüße Abenteurer  

schlecht heute, ich muss fast kotzen, wenn ich daran denke, dass wir womöglich niemals erfahren werden, was denn nun tatsächlich an Gebühren von den Lizenznehmern gezahlt wird.

Auch wenn die Zahlen in den Filings veröffentlicht werden, können wir nur spekulieren, was denn nun von wem gezahlt wurde. Das kotzt mich an, ich will wissen, was Sache ist und dann kann ich auch ein realistisches Kursziel für mich setzen.

Aber ich danke unserem Daueroptimisten für die trostspendenden Worte, möge er Recht behalten :-).  

mit tröstenden Worten:

http://www.agoracom.com/ir/patriot/messages/669548

*****************************

Added to my position, happily
Posted by: militarybook on December 19, 2007 11:34AM


Good morning, all.

I was indeed surprised to see the sudden drop in the SP, but last night I told my wife it would not surprise me to see it down 7-10 cents with the MMs hunting shares. When it went down .18 cents, I put in a buy order and added 18,000 + shares at an average cost of .66 cents.

Speaking for myself, I know how business (I build and sell them), litigation (I am an attorney and spent every day in court for 12 years), SEC rules (experienced stock trader/investor), confidentiality agreements (I used to draft them) work.

I know the SP today has nothing to do with Turley, who has done, IMO an outstanding job at the helm during his short tenure with us. I know we are fundamentally sound, our foundation is solid and widening, our debt is gone, our cash pile is growing, and our talent pool has expanded significantly during these past six months. If you think otherwise, why would you own this stock?

I also believe the risk posed by a USPTO ruling is now, essentially, a red herring. The former J defendants asked for a re-exam, and they are no longer in the picture. Two plus dozen companies have paid untold millions to license the patent portfolio after rigorous analysis, research, and digging. That leaves, I believe Pubpat. (Yawn). I am supposed to be overly concerned about an ex-parte exam (i.e., no opposition to our papers or questions/answers) with our attorneys before a clerk in a government office who can't wait to get home because he stops being paid at 5:00 p.m.?  The risk there, especially after this settlement, is IMO virtually nonexistent.

I have done my due diligence; I love what I own, I own a lot, and I know what I own. I am standing form, long, and happily so. I do not wear rose colored glasses.

Bashers, naysayers, complaintants, runners-down, anti-Turleytes--have at it.  You bother me not at all, and often make it possible for me to comfortably add to my position. Thank you.

Mr. Turley, Merry Xmas to you and your family. I am glad you are aboard our company, and I know many others here are as well.

--TPS  

oder tue Dir anders was gutes. Das dauert nicht lange, dann hat sich der Mop ausgetobt. Bis dahin einfach die Kiste ausschalten, um so mehr, wenn es Dir auf den Magen schlägt.

Ich freue mich immernoch Recht behalten zu haben - das mit dem Kurs kommt schon noch.

Grüße Abenteurer  

Es hat leider nicht den großen Knall gegeben (den eine aussagekräftige Lizenzzahlungshöhe wahrscheinlich mitgebracht hätte) shit happens
Aber wer denkt das die Story vorbei ist, dem ist nicht mehr zu helfen, der hat die ganze Geschichte überhaupt nicht verstanden.

Ich denke USPO wird nicht mehr lange mit der Patentbestätigung auf sich warten lassen und dann wäre wieder ein großer Schritt getan (Pubat kann meiner Meinung sowieso vernachlässigt werden...)

Also gehts weiter....Lizenznehmer werden meiner Meinung nach weiterhin in der Taktfrequenz der letzten Wochen vermeldet.

Und ich erwarte auch bald Nachricht, dass von Seiten Patriots etwas Sinnvolles mit den vielen Dollars gemacht wird, die wir in den letzten Wochen Eingenommen haben.....


Lizensnehmer im 2 Quartal (Zahlen werden so um den 15 Jan. bekanntgegeben)

- DMP Electronics Inc.
- Denso Wave
- American Power Conversion (APC)
- Philips
- TEAC Corporation

Lizenznehmer 3 Quartal  (Zahlen werden so um den 15 April bekanntgegeben)

- Daewoo Electronics
- WMS Gaming
- Lite-On Purchases
- Alpine Electronics
- NEC Electronics America
- Toshiba Corporation
- Matsushita Electric Industrial Co., Ltd (Panasonic)
- Victor Company of Japan, Limited (JVC)

Und das Quartal geht noch bis zum 29.02.2008 !!!

Trotz des heutigen Kursdebakels bleibe ich sehr sehr zuversichtlich und optimistisch.

Grüße in die Runde
CJ  

so optimistisch seit...

wenn die lizenzzahlungen wirlich der rede wert wären, würde der kurs auch steigen....
stillscheige vereinbarung hin oder her, irgendein leck gibt es immer noch dazu bei dieser anzahl der lizensnehmer.


ich erwarte bei den 3. quartalszahlen kein aha erlebnis und schon garnoicht bei denen des 2.quartals...leider!
 

16cent nicht besonders erwähnenswert sein; wie gesagt vielleicht, also mal locker bleiben.

@checker
Der Kurs gibt nach nicht weil der Kurs ne Ahnung davon hat was im Settlement steht sondern weil:

• PTSC bei 60 Eurocent bereits über 100% vom Tief gestiegen ist (Trader machen Kasse)
• diejenigen aussteigen die eine Explosion wie Anfang 2006 erwartet hatten
• Neueinsteiger erkennen müssen das nach wie vor nicht alles geklärt ist (UPSTO, pubat)
• etc...

Passiert ist aber folgendes:

Ein sehr langer Fight wurde trotz vieler Bemühungen von den Js letztllich ad acta gelegt!
Auch wenn kein ursächlicher Zwang dajinter steht gehe ich dennoch davon aus das dies auch Einfluss auf die UPSTO haben wird.Allen PTSC-Mitarbeiztern und auch weitere Personen dürfen derzeit keine Shares handeln (so hab ich es verstanden).
EIne wichtige Frage für mich war daher ob denn nun PTSC selbst shares kaufen dürfte.

Die Antwort lautet anscheinend ja!
Es ist alles in Butter oder wie sagt man so schön, gut Ding will weile haben.

Ecuch allen schöne Weihnachten, bis bald

Hier das Post aus AGORACOM mit dem Link zur sec:

 http://www.agoracom.com/ir/patriot/messages/670369#message

 

Division of Market Regulation:
Answers to Frequently Asked Questions Concerning Rule 10b-18 ("Safe Harbor" for Issuer Repurchases)  

Answers to these frequently asked questions were prepared by and represent the views of the staff of the Division of Market Regulation (staff). They are not rules, regulations, or statements of the Securities and Exchange Commission (Commission). Further, the Commission has neither approved nor disapproved these interpretative answers.

 

For Further Information Contact: James Brigagliano, Assistant Director, Joan Collopy and Elizabeth Sandoe, Special Counsels, or Elizabeth Marino, Attorney, in the Office of Trading Practices, Division of Market Regulation, at (202) 942-0772.

 

I.  Introduction

 

Rule 10b-18, which was adopted in 1982, provides a voluntary "safe harbor" from liability for manipulation under Sections 9(a)(2) and 10(b) of the Securities Exchange Act of 1934 (Exchange Act), and Rule 10b-5 under the Exchange Act, when an issuer or its affiliated purchaser bids for or purchases shares of the issuer's common stock in accordance with the Rule 10b-18's manner, timing, price, and volume conditions.1

 

On November 10, 2003, the Commission adopted amendments to Rule 10b-18 in order to simplify and update the safe harbor provisions in light of market developments since Rule 10b-18's adoption.2 Among other things, the amendments allow issuers of actively traded securities to stay in the market longer at the end of the trading day, extend the safe harbor to certain after-hours repurchases, apply a uniform pricing condition for all issuers, increase the volume limit following a market-wide trading suspension, modify the block exception, and clarify the scope of the safe harbor with regard to mergers, acquisitions, and similar transactions. To enhance the transparency of issuer repurchases, the Commission also adopted amendments to Regulations S-K and S-B under the Exchange Act, Exchange Act Forms 10-Q, 10-QSB, 10-K, 10-KSB, and 20-F (regarding foreign private issuers), and Form N-CSR under the Exchange Act and the Investment Company Act of 1940, which require periodic disclosure of all issuer repurchases of equity securities, regardless of whether the repurchases are effected in accordance with Rule 10b-18. For information or questions with respect to the disclosure amendments, please contact Sean Harrison, Special Counsel, Office of Rulemaking, Division of Corporation Finance, at (202) 942-2900.  

 

The staff has compiled the following questions and answers regarding Rule 10b-18 to assist in the application and operation of the safe harbor. The questions and answers do not necessarily contain a discussion of all material considerations necessary to reach the conclusions stated. Consequently, these questions and answers are intended to provide general guidance, but do not constitute formal interpretations of Rule 10b-18. The facts and circumstances relating to a particular transaction may vary and the staff notes that even slight variations may cause different answers. The Commission is not bound by these statements and may interpret Rule 10b-18 as it deems necessary or appropriate in the public interest for the protection of investors.

 

The Division may update these questions and answers periodically by marking each modified or new question and answer as "modified" or "new."  

 

II.  Answers to Frequently Asked Questions

 

Coverage

 

Question 1: If an issuer executes purchases that are in technical compliance with the safe harbor conditions, will that protect the issuer from all liability for such purchases?

 

Answer: No. Some issuer repurchase activity that meets the safe harbor conditions may still violate the anti-fraud and anti-manipulation provisions of the Exchange Act. For example, Rule 10b-18 confers no immunity from possible Rule 10b-5 liability where the issuer engages in the repurchases while in possession of material, non-public information concerning its securities, or where purchases are part of a plan or scheme to evade the federal securities laws. Therefore, regardless of whether an issuer's repurchases technically satisfy the conditions of Rule 10b-18, the safe harbor would not be available if the repurchases are fraudulent or manipulative, when all the facts and circumstances surrounding the repurchases are considered (i.e., facts and circumstances in addition to the volume, price, time, and manner of the repurchases). For example, the safe harbor would not be available if the repurchases are made as part of a manipulative scheme to influence the closing price of a company's securities, or are done to mask other motives, such as inflating or manipulating short-term earnings.

 

Question 2:  Is the safe harbor of Rule 10b-18 available for purchases by the issuer of securities other than common stock, e.g., preferred stock, warrants, options, or convertible debt?

 

Answer:  No. The Rule 10b-18 safe harbor only applies to open market purchases by an issuer of its common stock (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share). It does not apply to any other type of security -- even if related to the common stock (e.g., transactions in derivative securities such as warrants, options, or single stock futures).  

 

Question 3:  Is the safe harbor available for an issuer who effects both open market and privately negotiated repurchases on the same day?    

 

Answer: Yes. An issuer may effect privately negotiated repurchases (which are outside the safe harbor) without jeopardizing the availability of the safe harbor for its open market repurchases. However, the issuer must consider the applicability of the general anti-fraud and anti-manipulation provisions under the Exchange Act and of any other relevant federal or state law regarding its privately negotiated repurchases.

 

Question 4:   Is the Rule 10b-18 safe harbor available to an issuer who instructs its broker-dealer to effect purchases in compliance with the safe harbor if the purchases fail to satisfy the conditions of the Rule?

 

Answer:   No. To come within the safe harbor the purchases must satisfy the Rule's manner, timing, price, and volume conditions. Failure to meet any one of the four conditions will disqualify the issuer's purchases from the safe harbor for the day.

 

Question 5:  The primary market for an issuer's common stock is in the United States. However, the stock is also traded in one or more foreign markets. Is the safe harbor available for the issuer's purchases outside the United States?

 

Answer:  No. The issuer may not claim the safe harbor for repurchases made outside the United States; nor is foreign trading volume included in a security's ADTV calculation for purposes of applying the safe harbor.

 

Question 6:  Is the safe harbor available to an issuer that effects Rule 10b-18 purchases of its common stock throughout the day in accordance with the safe harbor conditions, but effects an open market purchase (otherwise eligible for the safe harbor) of its common stock at the end of the day outside the safe harbor limitations?

 

Answer:  No. To come within the safe harbor, an issuer's repurchases must satisfy (on a daily basis) each of Rule 10b-18's four conditions. Failure to meet any one of the four conditions removes all of the issuer's repurchases from the safe harbor for that day.  

 

Question 7:  Is compliance with Rule 10b-18 the exclusive means by which issuers may repurchase its stock in the market without engaging in manipulation?

 

Answer:  No. Rule 10b-18 does not mandate the terms under which an issuer may repurchase its shares without engaging in manipulation. Rather, Rule 10b-18 sets forth conditions with which issuers must comply in order to obtain a safe harbor from liability for manipulation. Paragraph (d) of Rule 10b-18 expressly provides that there is no presumption of manipulation simply because the issuer's purchases do not satisfy the Rule's conditions.

 

Question 8:  Is the Rule 10b-18 safe harbor available for repurchases by an issuer with two separate classes of common stock publicly traded?

 

Answer:  Yes.  The issuer must treat each class of common stock separately for purposes of Rule 10b-18.

 

Question 9:  If the issuer repurchases shares in a privately negotiated (off-market) transaction, are these shares included in its 25% ADTV limit for that day?

 

Answer:  No. Rule 10b-18 does not cover privately negotiated (off-market) repurchases, nor are these shares counted in an issuer's daily volume limitation.

 

Question 10:  Is the safe harbor available for repurchases of OTCBB and Pink Sheet securities?

 

Answer:   Yes.  

 

Question 11:  Is the safe harbor available to an issuer who recently conducted an initial public offering?

 

Answer: No, the issuer would have to wait until four weeks after its securities began to trade in order to claim the safe harbor. This is because Rule 10b-18's volume condition is predicated upon trading in the common stock for four full calendar weeks preceding the week in which the purchase is to be effected.

 

Question 12:  Are Nasdaq Small Cap, OTCBB, and Pink Sheet securities reported in the "consolidated system" for purposes of applying Rule 10b-18's price condition?

 

Answer: Of the three, only Nasdaq Small Cap securities are reported in the "consolidated system" (i.e., a system that collects and publicly disseminates on a current and continuous basis transaction or quotation information in common equity securities pursuant to an effective transaction reporting plan or a national market system plan). Bids and last sale prices for OTCBB and Pink Sheet securities are displayed and disseminated on an "inter-dealer quotation system," as defined in Exchange Act Rule 15c2-11(e)(2), that displays at least two independent priced quotations for the security. For all other eligible securities, the issuer would need to look to the highest independent bid obtained from three independent dealers (i.e., the "three quote rule").  

 

Question 13:  Is the Rule 10b-18 safe harbor available for an issuer and the broker-dealer who engage in an accelerated share repurchase plan or use a forward contract to repurchase the issuer's stock?

 

Answer:  Accelerated share repurchase plans and forward contracts are private (off-market) transactions. Therefore, they are not eligible for the Rule 10b-18 safe harbor, which applies only to open market purchases. Moreover, the Rule 10b-18 safe harbor also is not available for the broker's covering transactions, as these transactions are not agency or riskless principal trades effected on behalf of the issuer.

 

Merger Exclusion

 

Question 14: With regard to the "merger exclusion," how do you calculate the three full calendar month "look back" period?

 

Answer:  The calendar months run from the first of the month until the end of the month, so that if a merger were announced on January 15, 2004, an issuer would look back to its Rule 10b-18 repurchase activity during the three full calendar months of October, November, and December.

 

Question 15: With respect to the "merger exclusion," if 25% of an issuer's ADTV in its stock is 50,000 shares, and the issuer's previous Rule 10b-18 repurchase activity during the three full calendar months prior to the date of announcement of a merger is an average of 10,000 shares per day, how many shares can the issuer repurchase within the safe harbor once the merger is announced?

 

Answer:  Because the issuer is limited to repurchasing the lesser of 25% of the ADTV in its securities, or the daily average amount of its own Rule 10b-18 repurchase activity during the past three months prior to the date of announcement of the merger, the issuer may purchase 10,000 shares per day.

 

Question 16:  If an issuer has just announced a merger, can the issuer rely on Rule 10b-18's amended "one block per week" exception during this post-announcement period?

 

Answer:  Yes, so long as the issuer does so in accordance with its prior reliance on the amended "one block per week" exception during the three-month "look back" period.

 

Question 17:  Does the three-month "look back" period include "black out" periods (i.e., periods in which the company refrains from repurchasing its shares because of insider trading concerns) that may be self-imposed by the issuer?

 

Answer: Yes.  The three-month "look back" period includes any "black out" periods that may have been self-imposed by the issuer.

 

Question 18:  Does the "merger exclusion" apply to both the acquiring company (repurchasing its own shares and the target's shares), as well as the target company (repurchasing its own shares and the acquiring company's shares)?

 

Answer:  Yes. During the post-announcement period, neither the acquiring company nor the target company would have the safe harbor available (other than in accordance with their pre-announcement Rule 10b-18 repurchase history) during this period for any repurchases of the acquiring company's or the target company's securities.

 

Question 19:  How is the time period "completion of the vote by target shareholders" measured if there are two different dates for the respective companies' shareholder votes?

 

Answer:  The "merger exclusion" would extend until both shareholder votes have occurred.  

 

Question 20:  An acquiror and a target company have signed a merger agreement.  Would the target be an "affiliated purchaser" of the acquiror?

 

Answer:  Yes. The target company would be considered an "affiliated purchaser" of the acquiror with respect to purchases of the acquiror's securities after the signing of a merger agreement.

 

Question 21:  If an issuer announces a merger on February 15, would the issuer be able to include trading volume that occurred in its securities during the first two weeks of February?

 

Answer:   For purposes of calculating the issuer's ADTV in its securities, an issuer would always need to look to the trading in its securities during the four calendar weeks preceding the week of the repurchase (i.e., the four full trading weeks immediately prior to the week containing February 15 in the above example). With respect to the three-month "look back" provision, the period would be the three full calendar months prior to February 15 (i.e., November 1 through January 31).  

 

Question 22:  If an issuer has not made any Rule 10b-18 purchases during the three-month "look back" period prior to the announcement of a merger (or similar transaction), will it be permitted to effect Rule 10b-18 purchases during the post-announcement period?

 

Answer:  No. If an issuer did not make any Rule 10b-18 purchases during the three-month period prior to the announcement of a merger or similar transaction, it would not be permitted to make any Rule 10b-18 purchases in the post-announcement period.

 

Riskless Principal Transactions

 

Question 23:  If a broker-dealer receives an order from an issuer to repurchase the issuer's common stock in the open market within the safe harbor limitations, can the broker purchase shares in the open market at $10.10 and resell them to the issuer at $10.12 and still be within the safe harbor?

 

Answer:  No. The safe harbor is available only for riskless principal transactions where both legs of the transaction are effected at the same price.

 

Affiliated Purchaser

 

Question 24:  An issuer's employee stock option plan (ESOP) is administered by a board of directors including officers and directors of the issuer. The ESOP purchases shares of the issuer's common stock in the open market. How should those purchases be treated under the Rule?

 

Answer:  The ESOP would be deemed an affiliated purchaser of the issuer. Any purchases it effects could qualify for the safe harbor if all of the conditions are met. The ESOP's and the issuer's purchases would have to be effected through the same broker or dealer and all their repurchases would have to be aggregated to determine whether the volume limitation has been met. However, the safe harbor would not be available if the ESOP purchases are effected by or for the ESOP by an "agent independent of the issuer."

 

Single Broker or Dealer Condition

 

Question 25:  A broker or dealer contacts an issuer to offer stock shortly after the issuer announces the initiation of a repurchase program. The broker or dealer is not acting as the issuer's agent for the repurchase program. Can the transaction between the issuer and broker or dealer comply with Rule 10b-18's single broker or dealer condition even though the issuer has already retained another broker to effect Rule 10b-18 purchases that day?

 

Answer:  Rule 10b-18 requires that the issuer use only one broker or dealer for purchases of its stock on a single day (the "single broker or dealer" condition). This condition, however, does not apply to purchases that are not solicited by or on the behalf of the issuer. An issuer may purchase from any number of brokers or dealers in transactions not involving a solicitation by the issuer. Although the term "solicited" is not defined in the Rule, disclosure and announcement of a repurchase program would not necessarily cause subsequent purchases to be considered solicited. Whether a transaction has been solicited necessarily depends on the facts and circumstances of each case. An issuer must make all its solicited purchases through the same broker or dealer on a given day in order to comply with the "single broker or dealer" condition.

 

Timing Condition

 

Question 26:  The amended timing limitation applies an ADTV value test and a public float value test in determining how long an issuer must be out of the market before the scheduled close of trading. How does an issuer calculate its ADTV value and its public float value?

 

Answer:  In calculating the dollar value of ADTV, any reasonable and verifiable method may be used. For example, it may be derived from multiplying the number of shares (i.e., publicly reported for a security during the four calendar weeks preceding the week in which the Rule 10b-18 purchase is effected) by the price in each trade, or from multiplying each day's total volume of shares by the closing price on that day. "Public float value" (i.e., the aggregate market value of common equity securities held by non-affiliates of the issuer) is to be determined in the manner set forth on the front page of Form 10-K, even if the issuer of such securities is not required to file Form 10-K. For reporting issuers, the public float value should be taken from the issuer's most recent Form 10-K or based upon more recent information made available by the issuer.

 

Question 27:  Is the safe harbor available for issuer repurchases effected after the close of the regular trading session?

 

Answer:  Yes. A limited safe harbor is available for Rule 10b-18 repurchases effected after the close of the primary trading session until the termination of the period in which last sale prices are reported in the consolidated system. The Rule 10b-18 purchase must not be the opening transaction of the after-hours trading session, and must be made at a price that does not exceed the lower of the closing price of the primary trading session in the principal market for the security and any lower bid or sale prices subsequently reported in the consolidated system. The issuer must also stay within the Rule's volume limitation, but may use a different broker or dealer to effect after-hours purchases from that used for purchases during the primary trading session.

 

Price Condition

 

Question 28:  An issuer's common stock is a Nasdaq NMS security. The highest current independent published bid is $10.10; the last independent transaction price reported was $10.15; and the offer is quoted at $10.20. Can the issuer pay a price equivalent to the average between the last independent transaction price and the offer, or any price in between those two?

 

Answer:  No. To qualify for the safe harbor, the issuer cannot pay a price higher than the highest current independent published bid or the last independent transaction price, whichever is higher, reported or quoted in the consolidated system. The offer price is irrelevant for purposes of determining the maximum permissible price for a Nasdaq NMS security. In this case the issuer can pay up to $10.15 for its common stock.

 

Question 29:  An issuer's common stock is quoted at $10.10 bid and $10.15 offer. The last transaction was reported at $10.15. The issuer places a bid for its stock. A new last transaction price is reported at $10.12. Can the issuer pay $10.15 for its purchase?

 

Answer:  No. The issuer can only pay the higher of the highest current independent published bid or the last independent transaction price reported. In this case, the last independent transaction price reported prior to the execution of the issuer's order is $10.12. Because the bid is $10.10, the highest price the issuer may pay is $10.12.

 

Question 30:  An issuer's common stock is a Nasdaq NMS security. Market maker #1 has bid $10.15 for the stock; market maker #2 has a bid at $10.19. The last independent transaction reported was at 10.16. What price can the issuer pay for its purchase?

 

Answer:  The issuer cannot pay a price higher than the highest current independent published bid or the last independent transaction price reported. In this case, the highest independent published bid is $10.19 and the last independent transaction price is $10.16. The maximum price the issuer may pay is $10.19; however, the price paid must be exclusive of any commission paid to a broker acting as agent, or commission equivalent, mark-up, or differential paid to the dealer.

 

Question 31:  In order to qualify for the safe harbor, must Rule 10b-18's conditions be satisfied at the time the order is entered, or at the time the order is executed?

 

Answer:  In order to qualify for the safe harbor, Rule 10b-18's conditions must be satisfied at the time the order is executed.  

 

Volume Condition

 

Question 32:  How has the volume condition changed under the amended Rule 10b-18?

 

Answer:  Under the amended Rule 10b-18, an issuer's total repurchases on any single day, including its block-size purchases, must satisfy the Rule's 25% ADTV volume limitation. However, an issuer can include its block-size purchases when calculating its security's four-week ADTV. As amended, Rule 10b-18 also provides issuers with a choice when making any particular block purchase. Either the block purchase must comply with the 25% ADTV volume condition, like any other repurchase, or the block purchase need not comply with the volume condition, but the issuer can make no other repurchases on that day and all other block purchases effected during that week must comply with the 25% volume condition.

 

Question 33:  An issuer's 25% ADTV limit on a particular day is 25,000 shares. If the issuer purchases 10,000 shares, can the issuer also buy a block of 15,000 shares on the same day and still fit within the safe harbor for that day?

 

Answer:  Yes, as long as the issuer did not purchase any more of its shares that day, the issuer would still be within its 25% ADTV limit of 25,000 for that day.

 

Question 34: If an issuer relies on the "one block per week" exception, would the issuer be able to include the block in its four-week ADTV calculation?

 

Answer:  No.  An issuer must deduct those shares from its four-week ADTV calculation.

 

Question 35: An issuer purchases a block on Friday relying on the "one block per week" exception to the volume condition. Is the safe harbor available to that issuer the following Monday, if the issuer purchases a block that Monday, in lieu of purchasing under the 25% ADTV limit?

 

Answer: Yes. The "one block per week exception" applies to a calendar week. Thus, the "one block per week" exception would be available for the block purchased on Friday and the block purchased the following Monday, provided no other Rule 10b-18 purchases are made the following Monday, and all other conditions under Rule 10b-18 are met.

 

Question 36:  If no trading occurs in an issuer's common stock for one or more trading days during the four calendar weeks preceding the week in which the Rule 10b-18 repurchase is effected, how should the issuer's ADTV in its shares be calculated?

 

Answer:  For trading days when no trading in the issuer's stock took place, a zero is added to the numerator of the ADTV calculation. The denominator is the total number of trading days, including those days when the trading volume was zero, during the four-calendar week period. However, if no trading occurred because a certain day was a holiday and the markets were closed, then that day would not be included in the denominator.

 

Question 37:  An issuer's 25% ADTV limit on a particular day is 25,000 shares. If the issuer repurchased 15,000 shares, could the issuer buy a block of 30,000 shares (under the "one block per week" block exception to Rule 10b-18's volume condition) that same day and still fit within the safe harbor?

 

Answer:  No. Because the issuer already repurchased 15,000 shares that day, the issuer would be precluded from repurchasing under the "one block per week" exception. An issuer must choose to either buy a block of shares or repurchase within its 25% ADTV limit, but may not do both. A block-size purchase of 10,000, however, is permissible because it would not exceed the issuer's 25% ADTV limit (i.e., 25,000 shares) for that day.

 

Question 38:  An issuer contacts a broker-dealer who owns a large amount of stock not constituting a block. The issuer is aware that the broker-dealer owns shares not amounting to a block. Can the broker-dealer purchase additional stock to create a block in order to take advantage of the "one block per week" exception?

 

Answer:  No. The volume limitation cannot be avoided by having the broker-dealer purchase additional stock to meet the block definition. The block definition provides that a block shall not include any amount that a broker or dealer, acting as principal, has accumulated for the purpose of sale or resale to the issuer, if the issuer knows or has reason to know that such amount was accumulated for such purpose.

 

Question 39:  A market maker acquires 2,000 shares of an issuer's common stock in market making activities during one week. The following week, it acquires another 3,000 shares. Can the market maker offer a 5,000 share block to the issuer?

 

Answer:  The Rule 10b-18 definition of "block" excludes any amount that a broker or dealer, acting as principal, has accumulated for the purpose of sale or resale to the issuer if the issuer knows or has reason to know that the market maker had accumulated the block for the purpose of reselling it to the issuer. Therefore, the issuer could not avoid the volume limitation by treating the purchase as a block.

 

1    17 CFR 240.10b-18.  See also Securities Exchange Act Release No. 19244 (November 17, 1982), 47 FR 53333, 53334 (November 26, 1982).

 

2    See Securities Exchange Act Release No. 48766 (November 10, 2003), 68 FR 64952 (November 17, 2003) (also available at http://www.sec.gov/rules/final/33-8335.htm).

 

 

 

http://www.sec.gov/divisions/marketreg/r10b18faq0504.htm

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Modified: 11/17/2004

 

 

 

 

 

 

 

Ritual Fulfillment


December 19, 2007

Patent enforcer TPL Group and Patriot Scientific, holding microprocessor patents, witnessed the ritual of bended knee and open wallet by Matsushita/Panasonic, Toshiba, JVC, and NEC. Trial was docketed for next month in the Eastern District of Texas.

The seven are part of the Moore Microprocessor Patent Portfolio (MPP).

MPP is jointly held by TPL and Patriot. The two had a spat over ownership; Patriot even getting so pissed as to sue TPL in February 2004; they wrangled, but patched together an agreement to share a very large pie, estimated at $1 billion. Nice pie.

Erstwhile defendants Fujitsu and Sony had already settled. HP, Sharp, TEAC, Daewoo, Royal Phillips, APC, LEGO, Bull, Nokia, SanDisk, WMS Game, Alpine Electronics, and Lite-On IT have all performed ritual acknowledgement.

Patents are, by law, legitimate intellectual property, a form of abstract commodity that may be appropriately monetized based upon a variety of metrics. Others, sometimes referred to as "IP Amish," have a religious persuasion that such practice of patent monetization is unseemly.

Posted by Patent Hawk at December 19, 2007



 

Hat schon mal jemand daran gedacht, daß
a) Japaner nicht das Gesicht verlieren dürfen (auch wenn sie bei Verhandlungen verlieren)?
b) die Zahlungen, die sie leisten müssen, so hoch sind, daß sie die Kurse der Unternehmen erheblich beinflussen würden (Gewinnwarnung?!)
c) man mit einer Summe von 7 Mill x 0,80 $ = 5,6 Mill Dollar den Kurs von PTSC manipulieren könnte (vermutlich nur mit einem Bruchteil dieser Summe)
- vielleicht sind die J3 auch beteiligt?
Alles mögliche Gründe für das, was gestern passiert ist.
Es geht um ganz viel Geld und wir wissen nichts.