As filed with the Securities and Exchange Commission on August 14, 2003. Registration No. 333-43452 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 PARKERVISION, INC. (Exact name of registrant as specified in its charter) FLORIDA 59-2971472 (State or jurisdiction of (I.R.S. Employer Incorporation or organization) Identification Number) 8493 BAYMEADOWS WAY JACKSONVILLE, FLORIDA 32256 (Address of principal executive offices) 1993 STOCK PLAN 2000 PERFORMANCE EQUITY PLAN AND OTHER EMPLOYEE OPTION PLANS (Full title of the Plans) Jeffrey Parker, Chairman of the Board ParkerVision, Inc. 8493 Baymeadows Way Jacksonville, Florida 32256 (904) 737-1367 (Name, address and telephone number, including area code, of agent for service) with a copy to: David Alan Miller, Esq. Graubard Miller 600 Third Avenue New York, New York 10016 (212) 818-8800 CALCULATION OF REGISTRATION FEE ================================================================================================================= Proposed Proposed maximum maximum Title of Securities Amount to be offering price aggregate Amount of to be registered registered (1) per share(2) offering price(1) registration fee ================================================================================================================= Common Stock, par value 5,000,000 shares $ 45.97 $229,850,000 $60,680.40 $.01 per share 665,700 shares $ 45.97 $ 30,602,229 $ 8,078.99 459,800 shares $ 23.25 $ 10,690,350 $ 2,822.25 212,000 shares $ 28.25 $ 5,989,000 $ 1,581.10 162,500 shares $23.125 $ 3,757,813 $ 992.06 500,000 shares $ 30.00 $ 15,000,000 $ 3,960.00 100,000 shares $ 23.25 $ 2,325,000 $ 613.80 40,000 shares $ 18.75 $ 750,000 $ 198.00 25,000 shares $ 23.25 $ 581,250 $ 153.45 ----------------------------------------------------------------------------------------------------------------- Total Registration Fee Previously Paid $79,080.05 ================================================================================================================= (1) Pursuant to Rule 416, there are also being registered additional securities as may be issued as a result of anti-dilution provisions under each of the 1993 Stock Plan, 2000 Performance Equity Plan and Other Employee Option Plans. (2) Pursuant to Rule 457 (c), the registration fee for 5,665,700 shares of the Common Stock was calculated on the basis of the market price of $45.97 on August 3, 2000, and pursuant to Rule 457 (g) the registration fee for 1,499,300 shares of the Common Stock was calculated on the basis of the exercise prices set forth in the above table. ___________ In accordance with the provisions of Rule 462 promulgated under the Securities Act of 1933, as amended, the Registration Statement will become effective upon filing with the Securities and Exchange Commission. ___________ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* _________________________ * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rules 428 and 424 under the Securities Act of 1933 and the Note to Part I of the Instructions to Form S-8. I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Except for the disclosure in Item 8 and Item 9 (which is hereby being amended to deregister 250,000 shares of Common Stock issued under the 2000 Performance Equity Plan), the contents of Part II of the Registration Statement on Form S-8 (No. 33-93658) previously filed by the Registrant with the Securities and Exchange Commission ("Commission") on June 19, 1995, are incorporated by reference in this Registration Statement. This Registration Statement covered 500,000 shares of Common Stock. On September 19, 1996 and August 22, 1997, the Board of Directors of the Registrant approved amendments to the 1993 Stock Plan to increase the number of shares of Common Stock available under the 1993 Stock Plan to an aggregate of 2,000,000 shares of Common Stock. The amendments to the 1993 Stock Plan were approved by the stockholders of the Registrant on October 29, 1996 and November 7, 1997, respectively. The Registrant filed a Registration Statement on Form S-8 (No. 333-62497) on August 28, 1998 to register the additional 1,500,000 shares of Common Stock available under the 1993 Stock Plan. Except for the disclosure in Item 8 and Item 9 (which is hereby being amended to deregister 250,000 shares of Common Stock issued under the 2000 Performance Equity Plan), the contents of Part II of the Registration Statement on Form S-8 (No. 333-62497) previously filed by the Registrant with the Commission on August 28, 1998, are incorporated by reference with this Registration Statement. On May 26, 1998, the Board of Directors of the Registrant approved the grant of options to purchase up to 500,000 shares of Common Stock to an executive employee of the Registrant. The Registrant filed a Registration Statement on Form S-8 (No. 333-62497) on August 28, 1998 to register these shares. On November 16, 1998, the Board of Directors of the Registrant approved an amendment to the 1993 Stock Plan to increase the number of shares of Common Stock available under the 1993 Stock Plan to an aggregate of 3,500,000 shares of Common Stock. The amendment to the 1993 Stock Plan was approved by the stockholders of the Registrant on June 10, 1999. The Registrant filed this Registration Statement to register the additional 1,500,000 shares of Common Stock available under the 1993 Stock Plan. On November 16, 1998, the Board of Directors of the Registrant approved the grant of options to purchase up to 40,000 of Common Stock to consultants of the Company. On March 4, 1999, the Board of Directors of the Registrant approved the grant of options to purchase an aggregate of 25,000 shares of Common Stock to two directors of the Company. On March 5, 1999, the Board of Directors of the Registrant approved the grant of options to purchase up to 100,000 of Common Stock to a new employee of the Company. On May 13, 1999, the Board of Directors of the Registrant approved the grant of options to purchase up to 500,000 shares of Common Stock to a new employee of the Company. The options to purchase an aggregate of 665,000 shares of Common Stock form the Other Employee Stock Option Plans which are included on this Registration Statement. II-1 On March 3, 2000, the Board of Directors of the Registrant approved the 2000 Performance Equity Plan covering 5,000,000 shares of Common Stock. The 2000 Performance Equity Plan was approved by stockholders on July 13, 2000. The Registrant filed this Registrant Statement to register the 5,000,000 shares of Common Stock available under the 2000 Performance Equity Plan. On August 14, 2003, the Registrant filed a post-effective amendment to deregister from this Registration Statement 250,000 shares of Common Stock issued under the 2000 Performance Equity Plan by amending the undertakings in Item 9. ITEM 8. EXHIBITS. Exhibit No. Description ----------- ----------- 5.1* Opinion of Graubard Mollen & Miller 10.1* 1993 Stock Plan of the Registrant (Incorporated by reference to Exhibit 10.2 from Registration Statement on Form SB-2 No. 33-70588-A) 10.2* Stock Option Agreement (Vesting) dated July 23, 1998 between Registrant and Richard L. Sisisky (Incorporated by reference to Exhibit 10.2 from Registration Statement on Form S-8 No. 333-62497) 10.3* Stock Option Agreement (Acceleration) dated July 23, 1998 between Registrant and Richard L. Sisisky (Incorporated by reference to Exhibit 10.3 from Registration Statement on Form S-8 No. 333-62497) 10.4* Employment Agreement dated July 23, 1998 between Registrant and Richard L. Sisisky (Incorporated by reference to Exhibit 10.4 from Registration Statement on Form S-8 No. 333-62497) 10.5* Stock Option Agreement (Vesting) dated May 13, 1999 between Registrant and Jim Baker 10.6* Stock Option Agreement (Acceleration) dated May 13, 1999 between Registrant and Jim Baker 10.7* Stock Option Agreement dated March 5, 1999 between Registrant and Greg Rawlins 10.8* Stock Option Agreement dated November 16, 1998 between Registrant and Michael DuBow 10.9* Form of Stock Option Agreement dated November 16, 1998 between Registrant and consultants 10.10* Form of Stock Option Agreement dated March 4, 1999 between Registrant and two directors II-2 10.11* 2000 Performance Equity Plan of the Registrant 23.1* [Reserved] 23.2 Consent of PricewaterhouseCoopers LLP, independent certified public accountants for Registrant 23.3* Consent of Graubard Mollen & Miller (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature page hereto.) __________ * Previously filed. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) The file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-3 Pursuant to this undertaking, the Registrant includes in the submission of the Post-Effective Amendment No. 1, its removal from registration of 250,000 shares of Common Stock, $.01 par value, that were available for issuance under the 2000 Performance Equity Plan. These shares were issued to a corporate entity and are not eligible for registration under Form S-8, and therefore are being removed. Such shares were issued as restricted stock with appropriate legends and stop transfer orders. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)( of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing procedures, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment to Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on this 14th day of August, 2003. PARKERVISION, INC. By: /s/ Jeffrey Parker ------------------ Jeffrey Parker, Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey Parker and Todd Parker his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. Signatures Title Date ---------- ----- ---- By: /s/ Jeffrey L. Parker Chief Executive Officer and August 14, 2003 --------------------------- Chairman of the Board Jeffrey L. Parker (Principal Executive Officer) By: /s/ Todd Parker President, Video Business Unit August 14, 2003 --------------------------- and Director Todd Parker By: /s/ David F. Sorrells Chief Technical Officer and August 14, 2003 --------------------------- Director David F. Sorrells By: /s/ Stacie Wilf Secretary and Treasurer August 14, 2003 --------------------------- Stacie Wilf II-5 By: /s/ Cynthia L. Poehlman Chief Accounting Officer August 14, 2003 --------------------------- (Principal Accounting Officer) Cynthia L. Poehlman By: /s/ William A. Hightower Director August 14, 2003 --------------------------- William A. Hightower By: /s/ Richard A. Kashnow Director August 14, 2003 --------------------------- Richard A. Kashnow By: /s/ William L. Sammons Director August 14, 2003 --------------------------- William L. Sammons By: /s/ Papken S. Der Torossian Director August 14, 2003 --------------------------- Papken S. Der Torossian II-6 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 5.1* Opinion of Graubard Mollen & Miller 10.1* 1993 Stock Plan of the Registrant (Incorporated by reference to Exhibit 10.2 from Registration Statement on Form SB-2 No. 33-70588-A) 10.2* Stock Option Agreement (Vesting) dated July 23, 1998 between Registrant and Richard L. Sisisky (Incorporated by reference to Exhibit 10.2 from Registration Statement on Form S-8 No. 333-62497) 10.3* Stock Option Agreement (Acceleration) dated July 23, 1998 between Registrant and Richard L. Sisisky (Incorporated by reference to Exhibit 10.3 from Registration Statement on Form S-8 No. 333-62497) 10.4* Employment Agreement dated July 23, 1998 between Registrant and Richard L. Sisisky (Incorporated by reference to Exhibit 10.4 from Registration Statement on Form S-8 No. 333-62497) 10.5* Stock Option Agreement (Vesting) dated May 13, 1999 between Registrant and Jim Baker 10.6* Stock Option Agreement (Acceleration) dated May 13, 1999 between Registrant and Jim Baker 10.7* Stock Option Agreement dated March 5, 1999 between Registrant and Greg Rawlins 10.8* Stock Option Agreement dated November 16, 1998 between Registrant and Michael DuBow 10.9* Form of Stock Option Agreement dated November 16, 1998 between Registrant and Consultants. 10.10* Form of Stock Option Agreement dated March 4, 1999 between Registrant and Directors 10.11* 2000 Performance Equity Plan of the Registrant 23.1* [Reserved] 23.2 Consent of PricewaterhouseCoopers LLP, independent certified public accountants for Registrant II-7 23.3* Consent of Graubard Mollen & Miller (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature page hereto.) __________ * Previously filed II-8