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Technology Stocks : e.Digital Corporation(EDIG) - Embedded Digital Technology -- Ignore unavailable to you. Want to Upgrade?

To: Jules Burke who wrote (3249)	4/28/1999 8:51:00 PM
From: Urlman	Respond to of 18366

To: John Martin (2718 ) From: Urlman Saturday, Aug 9 1997 5:39PM ET Reply # of 6378 John & All, This is the only cross company share ownership that I am aware of.... AS of quarterly period ended March 31, 1997. ATCO's investment securities consists of 225,300 shares of Norris Communications Inc. ( sec.gov ) Which I think was attained for the following reason... >>>In March, 1988 the Company assigned certain ear-microphone technology to Norris Communications, Inc. ("NCI") in return for 700,000 shares of NCI common stock and a 1% royalty on gross sales resulting from the exploitation of certain products using the ear-microphone technology ("EarPHONE"). The Company retained its ear-radio technology. The ear-microphone technology was subsequently sold by NCI to Jabra Corporation which is commercializing the EarPHONE for cellular phone, computer, multi-media and other customers. (See "Certain Relationships and Related Transactions").<<< ( sec.gov ) It has been said on Silicon Investor that the the Jabra Corporation ( jabra.com ) is going public. techstocks.com NCII holds as an investment 1,800,000 common shares (approximately 23.1%) of JABRA Corporation ("JABRA"). JABRA is a developer and manufacturer of communication products for desktop, mobile and wireless applications. Conflicts of Interest >>>General Conflicts of Interest Due to Part-Time Management and Relationships - As more fully disclosed in "Management" below, the Company's chief executive officers and Mr. Norris the inventor of the Company's technologies, devote only part-time services to the Company and have other employment and business interests to which they devote attention and will continue to do so resulting in certain conflicts of interest. Officer and director Robert Putnam also acts as secretary of NCI and Secretary and Treasurer of Patriot Scientific Corporation where he reports to Mr. Norris and therefore the possibility exists that these other relationships could affect Mr. Putnam's independence as a director of the Company.<<< >>>Certain conflicts of interest now exist and will continue to exist between the Company and its officers and directors due to the fact that they have other employment or business interests to which they devote some attention and they are expected to continue to do so. The Company has not established policies or procedures for the resolution of current or potential conflicts of interest between the Company and its management or management-affiliated entities. There can be no assurance that members of management will resolve all conflicts of interest in the Company's favor. The officers and directors are accountable to the Company as fiduciaries, which means that they are legally obligated to exercise good faith and integrity in handling the Company's affairs. Failure by them to conduct the Company's business in its best interests may result in liability to them. It is conceivable that the respective areas of interest of the Company, Patriot and NCI could overlap or conflict. The Company believes that although each of the three corporations are involved in the electronics industry, the respective areas of focus, products and technology directions of the three companies are sufficiently distinct such that no conflict in business lines or executive loyalties will result. Because of this unlikelihood, no steps have been taken to resolve possible conflicts, and any such conflicts, should they arise, will be addressed at the appropriate time. Officer and director Robert Putnam also acts as secretary of NCI and Secretary and Treasurer of Patriot where he reports to the Board of Directors of each, of which Mr. Norris is Chairman. The possibility exists that these other relationships could affect Mr. Putnam's independence as a director of the Company. The Company has not provided a method of resolving this conflict and probably will not do so, partly due to inevitable extra expense and delay any such measures would occasion. Mr. Norris and Mr. Putnam are obligated to perform their duties in good faith and to act in the best interest of the Company and its shareholders, and any failure on their part to do so may constitute a breach of their fiduciary duties and expose them to damages and other liability under applicable law. While the directors and officers are excluded from liability for certain actions, their is no assurance that Mr. Norris or Mr. Putnam would be excluded from liability or indemnified if they breached their loyalty to the Company.<<< sec.gov Please read the SEC documents in full... I would hate to take anything out of context. Patriot Scientific sec.gov Norris Communications sec.gov American Technology sec.gov -Urlman