As filed with the Securities and Exchange Commission on November 24, 2003
Registration No. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3
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
Telephone (904) 737-1367
(Address of principal executive offices)
Jeffrey Parker, President
ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
Telephone (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 10016-2097
Telephone (212) 818-8800
Facsimile (212) 818-8881
Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| ___________________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. |_| ___________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
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Common Stock, par value $.01 2,310,714 $8.64 $19,964,568.96 $1,615.13
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Total Fee............................................................................. $1,615.13
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(1) Based upon the market price of the Common Stock, as reported by the Nasdaq
Stock Market on November 19, 2003, in accordance with Rule 457(c)
promulgated under the Securities Act of 1933, as amended ("Securities
Act").
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
___________________
THE INFORMATION IN THIS PROSPECTUS IS INCOMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE OF THESE
SECURITIES IS NOT PERMITTED.
SUBJECT TO COMPLETION, NOVEMBER 24, 2003
PROSPECTUS
PARKERVISION, INC.
2,310,714 SHARES OF COMMON STOCK
This prospectus covers up to 2,310,714 shares of common stock of
ParkerVision, Inc. that may be offered for resale for the account of the selling
stockholders set forth in this prospectus under the heading "Selling
Stockholders" beginning on page 10.
The selling stockholders may sell the shares, from time to time, at prices
based on the market at the time of sale. Our common stock is traded on the
Nasdaq National Market System under the symbol PRKR. On November 21, 2003 the
last reported sale price of our common stock was $9.00.
We will not receive any proceeds from the sale of the shares by the selling
stockholders.
Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 5.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is _________, 2003
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT PAGE OF THIS PROSPECTUS.
TABLE OF CONTENTS
BUSINESS SUMMARY...............................................................3
RISK FACTORS...................................................................5
USE OF PROCEEDS................................................................9
SELLING STOCKHOLDERS..........................................................10
PLAN OF DISTRIBUTION..........................................................12
LEGAL MATTERS.................................................................13
EXPERTS.......................................................................13
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................14
_____________________________________________
ParkerVision, Inc., referred to in this prospectus as ParkerVision, we or
us, is a company engaged in two lines of business. One is the wireless division
engaged in the development and marketing of Direct2DataTM or D2DTM technology, a
wireless direct conversion radio frequency technology, and associated products.
The other is the video products division engaged in the design, development and
marketing of automated production systems and automated video camera control
systems.
We were incorporated under the laws of the State of Florida on August 22,
1989. Our executive offices are located at 8493 Baymeadows Way, Jacksonville,
Florida 32256. Our telephone number is (904) 737-1367.
-2-
BUSINESS SUMMARY
GENERAL
Our business is operated under two divisions, the wireless division and the
video division.
WIRELESS DIVISION
Our wireless division has developed what we believe to be a completely new
and patented technology under the name Direct2Data or D2D. This enabling
technology allows the creation of RF transceivers based on a unique circuit
architecture that reduces or eliminates the inherent problems found in other
radio architectures that rely predominantly on analog mixers. We believe the D2D
technology has the capability to replace other direct conversion transceiver
designs as well as super-heterodyne transceiver architectures that collectively
are the most widespread circuit transceiver architectures used for wireless
communications.
Existing implementations of wireless transceivers have certain limitations
based on their circuit architectures. This creates compromises in one or more
important attributes such as performance, power consumption, cost or size. D2D
based products are able to reduce or eliminate the compromises present in these
other mixer-based transceiver implementations. The superior performance of D2D
products is notable to the end user through one or more features, including
enhanced distance, increased connection reliability, reduced cost, or lower
power consumption.
Although we believe our technology is applicable to all wireless markets,
we are initially targeting wireless local area networking applications.
In September 2003, we introduced the first D2D-based product, which is a
wireless LAN card marketed under the trade name Horizons(TM). We launched the
Direct2Data.com website to promote and sell our Horizons wireless local area
networking consumer products. Additionally, we entered into a sales and
marketing agreement with an Internet based retailer and are exploring additional
channels of distribution. We also are currently marketing our reference designs
and semiconductor products to product manufacturers for integration into their
products. As our products and capacities permit, we plan to develop other
commercialization strategies. Our commercialization efforts are likely to
include strategic relationships with other companies for development, marketing
and/or distribution.
We will continue our development efforts on the D2D technology and devote
substantial amounts of our human and financial resources to these endeavors. Our
research efforts in the future will be on the development of complimentary
products, complimentary markets and application specific solutions as well as
continued enhancement of our current technology.
VIDEO DIVISION
The video division engages in the design, development and marketing of
automated live television production systems, marketed under the tradename
PVTV(TM), and automated video camera control systems, marketed under the
tradename CameraMan(R). ParkerVision also provides training, support and other
services related to these products.
PVTV systems are targeted primarily at, and sold directly to broadcasters
in the US and Canada and are designed specifically to meet the needs of studio
production markets. The PVTV product line
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combines a professional, broadcast television quality video production system
that integrates video, audio, teleprompter, machine control such as VTRs, audio
and video servers, character generators and still stores as well as camera
control functions into an intelligent one or two-operator station. PVTV systems
also typically incorporate two or more of the ParkerVision three chip camera
systems. The system is designed to allow organizations to economize resources by
maximizing their production capabilities. A single operator can control, in
parallel, the production functions that require as many as four to twelve
individuals to operate using traditionally available broadcast equipment.
While we have focused almost all of our sales and marketing efforts on PVTV
NEWS(TM) systems for the US and Canada broadcast markets, we believe there are
many other attractive vertical markets to penetrate, including education,
corporate, government and religious markets. Our sales of these products is
through our sales staff.
The CameraMan systems were initially developed to allow the creation of
professional-quality video communication by non-professional video users. We
market the CameraMan systems to certain educational and videoconferencing
segments of the commercial market that utilize audiovisual solutions for various
communicating, training, presenting, and educating needs. The CameraMan products
are offered in a variety of application-specific packages designed for these
markets. These packages now include only three-chip imaging cameras. We also
offer a higher quality digital three-chip CameraMan system targeted toward the
broadcast and professional video user. Distribution of this product line, for
the most part, is through third-parties.
ParkerVision also offers experienced professional services that complement
the PVTV system purchase. ParkerVision utilizes in-house trainers, project
managers and support staff to guide the broadcaster through the transition from
a traditionally manual production environment to an automated control room
system as well as provide extended support services after the transition is
completed. Managing the transition to automation in a broadcast environment
requires extensive planning and training. Training includes a basic PVTV system
overview, advanced functionality and workflow processes, shadowing existing
newscasts to simulate the process, talent rehearsals and finally recovery
training so that PVTV operators are properly prepared for the transition.
Our development efforts continued to focus on enhancements to the PVTV
product line, including a scalable system platform and add-on modules which
enhance or add features and functionality.
PATENTS
We have approximately 175 patents and patent applications filed in the
United States and in foreign jurisdictions. We believe the number and scope of
these patents are an important asset of ParkerVision and gives it a significant
competitive advantage.
-4-
RISK FACTORS
The shares of common stock being offered hereby are speculative and should
not be purchased by anyone who cannot afford a loss of their entire investment.
Before making an investment in ParkerVision, you should carefully consider the
risks described below. The risks described below are not the only ones facing
us. Additional risks not currently known to us or that we currently believe are
immaterial may also impair our business operations. Our business, financial
condition or results of operations could be materially, adversely affected by
any of these risks. The trading price of our common stock could decline because
of any one of these risks, and you may lose all or part of your investment.
PARKERVISION HAS A HISTORY OF LOSSES, AND ITS OPERATING LOSSES ARE EXPECTED TO
CONTINUE.
ParkerVision has had losses in each year since its inception in 1989. There
can be no assurance that the current technology or products or technologies
being developed will produce revenues that will cover operational expenses or
result in net profits.
PARKERVISION MAY REQUIRE ADDITIONAL CAPITAL TO FUND ITS OPERATIONS.
Because ParkerVision has had net losses and has not generated positive cash
flow from operations, it has funded its operating losses to date from the sale
of equity securities from time to time, including the sale of common stock in
March 2003 and November 2003 in two private placements. The business plan for
the company requires continued significant expenditures. Therefore, the company
may require additional capital in the future for further research and
development and funding manufacturing, marketing and continued operating losses.
Financing, if any, may be in the form of loans or additional sales of equity
securities. A loan or the sale of preferred stock may result in the imposition
of operational limitations and other covenants and payment obligations, any of
which may be burdensome to ParkerVision. The sale of equity securities will
result in dilution to the current stockholders' ownership of ParkerVision.
ParkerVision does not have any plans or arrangements for additional financing at
this time.
MICROELECTRONIC HARDWARE AND SOFTWARE IS SUBJECT TO RAPID TECHNOLOGICAL CHANGES
THAT REQUIRE PARKERVISION TO DEVELOP AND MARKET ENHANCEMENTS TO CURRENT PRODUCTS
AND DEVELOP NEW PRODUCTS.
Because of the rapid technological development that regularly occurs in the
microelectronics industry, ParkerVision must continually devote substantial
resources to developing and improving its technology and introducing new product
offerings and creating new products. This is necessary to establish and increase
market share and grow revenues. If another company offers better products or
ParkerVision development lags, a competitive position or market window
opportunity may be lost, and therefore the revenues or the potential of revenues
of ParkerVision may be adversely affected.
PARKERVISION EXPENDS SIGNIFICANT RESOURCES ON ITS RESEARCH ACTIVITIES THAT
ULTIMATELY MAY NOT RESULT IN TECHNOLOGY THAT IS COMMERCIALLY ACCEPTED.
ParkerVision devotes substantial resources on research in the area of its
wireless and D2D technologies. There can be no assurance that the results of the
research will produce commercially viable technologies and products. If new
technologies and products are not commercially accepted, the funds expended will
not be recoverable, and ParkerVision's competitive and financial position may be
adversely affected.
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PARKERVISION NEEDS TO ACHIEVE MARKET ACCEPTANCE OF ITS D2D TECHNOLOGY.
The ParkerVision wireless technology represents a significant change in the
architecture of wireless radio-frequency communications. To achieve market
acceptance, the Company will need to demonstrate the benefits of its technology
over more traditional solutions through the development of application solutions
and aggressive marketing. In many respects, because the D2D technology is such a
radically different approach in its industry, it is very difficult for
ParkerVision to predict the final economic benefits to users of the technology
and the financial rewards that ParkerVision might expect. If the D2D technology
is not established in the market place as an improvement over current,
traditional solutions in wireless communications, our business and financial
condition will be adversely affected.
IF PARKERVISION'S PATENTS DO NOT PROVIDE THE ANTICIPATED MARKET PROTECTIONS, ITS
COMPETITIVE POSITION WILL BE ADVERSELY AFFECTED.
ParkerVision has a large number of patents and patent applications relating
to its microelectronic technologies. ParkerVision relies on these to provide
competitive advantage and protect it from theft of its intellectual property.
ParkerVision believes that many of these patents are for entirely new
technologies. If the patents are not issued or issued patents are later shown
not to be as broad as currently believed or otherwise challenged such that some
or all of the protection is lost, ParkerVision will suffer adverse effects from
the loss of competitive advantage and its ability to offer unique products and
technologies. Concomitantly, there would be an adverse impact on its financial
condition and business prospects.
PARKERVISION WIRELESS COMMUNICATIONS USE RADIO FREQUENCY TECHNOLOGY SUBJECT TO
REGULATION BY THE FEDERAL COMMUNICATIONS COMMISSION.
ParkerVision must obtain approvals from the United States Federal
Communications Commission for the regulatory compliance of its products.
ParkerVision also may have to obtain approvals from equivalent foreign
government agencies where its products are sold internationally. The inability
to obtain any required approvals, or a change in current regulation that impacts
issued approvals or the approval process, may have an adverse impact on the
ability of ParkerVision to market its products and on the business prospects of
ParkerVision.
THE PVTV AND CAMERA SYSTEM PRODUCTS COMPETE WITH OTHER PRODUCTS.
The broadcast studio production industry is highly competitive. There are
many other companies that offer products that singly or in combination can
compete directly or indirectly with those of ParkerVision. ParkerVision,
however, believes that no one competing product offers the range of options and
capabilities of the PVTV and ParkerVision camera system products in the tasks
for which these products have been designed. The principal competitors include
Chryon Corporation, Harris Corporation, Pinnacle Systems, Leitch Technology
Corporation , Seachange Corporation, Sony Corporation, and Thompson/Grass
Valley, among others. Each of these companies are well established, have
substantially greater financial and other resources and have established
reputations or success in the development, sale and service of products. They
also have significant advertising budgets that permit them to implement
extensive advertising and promotional campaigns in response to competitors. If
these or other companies improve or change their products or launch significant
marketing efforts in the market segments in which ParkerVision operates,
ParkerVision may lose market share and revenue opportunities.
-6-
PARKERVISION EXPECTS COMPETITION IN CONNECTION WITH ITS DIRECT2DATA TECHNOLOGY.
Although the D2D technology of ParkerVision is believed to be a significant
technological advancement, it will face competition from older technological
solutions until the ParkerVision products are more widely acknowledged and
utilized. This technology may also face competition from other emerging
approaches or new technological advances which are under development and have
not yet emerged.
PARKERVISION OBTAINS CRITICAL COMPONENTS FOR ITS PRODUCTS FROM VARIOUS SUPPLIERS
WHICH PUTS PARKERVISION AT RISK IF THEY DO NOT FULFILL THE PARKERVISION NEEDS OR
INCREASE PRICES THAT CANNOT BE PASSED ON.
Both the video and wireless divisions of ParkerVision obtain critical
components from various suppliers. Some of these are single sources. Because
ParkerVision depends on outside sources for supplies of various parts of its
products, ParkerVision is at risk that it may not obtain these components on a
timely basis or may not obtain them at all due to lack of capacity, parts
shortages in the overall marketplace and other disruptions at these sources,
among other things. If ParkerVision is unable to obtain its components from the
current sources, its business would be disrupted, and it might have to expend
some of its resources to modify its products or find new suppliers. In addition,
ParkerVision is at risk for increases in prices imposed by these sources over
which ParkerVision has no control. Any inability of ParkerVision to obtain
components or absorb price increases may have an adverse effect on its own
ability to fulfill orders and on its financial condition.
PARKERVISION IS DEPENDENT ON ACCEPTANCE OF ITS PVTV PRODUCTS IN HIGH PROFILE
MARKETS. IF PVTV PRODUCTS DO NOT SUCCEED IN THESE MARKETS, PARKERVISION'S
REVENUES WILL BE SIGNIFICANTLY AFFECTED.
The PVTV products have been marketed to a limited number of high profile
potential users. If the products do not meet the expected requirements of these
customers or the market in general, ParkerVision may lose product acceptance and
market share in these and other comparable markets. The loss of these customers
and markets would diminish future marketing opportunities and presence in the
broadcast market segment in which it seeks to be a presence and adversely affect
future revenue development.
PARKERVISION BELIEVES THAT IT WILL RELY, IN LARGE PART, ON KEY BUSINESS
RELATIONSHIPS FOR THE SUCCESSFUL COMMERCIALIZATION OF ITS D2D TECHNOLOGY, WHICH
IF LOST, WILL HAVE AN ADVERSE IMPACT ON ACHIEVING MARKET AWARENESS AND
ACCEPTANCE AND LOSS OF BUSINESS OPPORTUNITY.
To achieve a wide market awareness and acceptance of its D2D technology, as
part of its business strategy, ParkerVision will attempt to enter into a variety
of business relationships with other companies which will incorporate the D2D
technology into their products and/or market products based on D2D technology
through retail or direct marketing channels. This is in addition to the direct
marketing that the company is engaged in through its Direct2Data.com website.
ParkerVision's successful commercialization of the D2D technology will depend in
part on its ability to meet its obligations under the contracts in respect of
its D2D technology and related development requirements and the other parties
using the D2D technology as agreed. The failure of the business relationships
will limit the commercialization of the ParkerVision D2D technology which will
have an adverse impact on the business development of the company and its
ability to generate revenues and recover development expenses.
-7-
PARKERVISION HAS LIMITED EXPERIENCE IN THE COMMERCIAL DESIGN AND THE
OUT-SOURCING OF THE MANUFACTURE OF ELECTRONIC CHIPS THAT MAY RESULT IN
PRODUCTION INADEQUACIES, DELAYS AND REJECTION.
As ParkerVision further commercializes its D2D technology, it plans to have
semiconductor companies manufacture some of the electronic chips that employ its
proprietary designs to supply end users. ParkerVision has limited experience in
the commercial design and the manufacture of these kinds of electronic chips. If
there are design flaws or manufacturing errors resulting from our inexperience,
there may be resulting delays or loss of customer acceptance of the electronic
chips. Either of these may be a breach of supply agreements or may cause a loss
of customer willingness to use ParkerVision products. These may result in loss
of commercialization opportunities as well as revenues and cause additional,
unanticipated expenses with adverse financial effect.
PARKERVISION MAY ENCOUNTER MANUFACTURING DIFFICULTIES OR DELAYS IN CONNECTION
WITH SOME OF ITS PRODUCTS WHICH MAY HAVE AN ADVERSE EFFECT ON ITS SALES AND
REVENUES.
ParkerVision manufactures some of its products and in the future expects to
add additional products to its manufacturing capabilities. From time to time it
has experienced delays in starting production and maintaining production amounts
at the quality levels necessary for its products. Similar issues may also arise
with independent manufacturers that ParkerVision may employ from time to time.
In the event any of these issues becomes a long term or permanent problem, sales
would be adversely affected and revenues and market acceptance adversely
impacted.
PARKERVISION IS HIGHLY DEPENDENT ON MR. JEFFERY PARKER AS ITS CHIEF EXECUTIVE
OFFICER.
Because of Mr. Parker's position in the company and the respect he has
garnered in the industries in which ParkerVision operates and from the
investment community, the loss of the services of Mr. Parker could be seen as an
impediment to the execution of the ParkerVision business plan. If Mr. Parker
were no longer available to the company, investors may experience an adverse
impact on their investment.
PARKERVISION IS DEPENDENT ON HIRING HIGHLY SKILLED EMPLOYEES.
The business of ParkerVision is very specialized in the areas of automated
broadcast and production systems and video camera control systems and wireless
direct conversion technology. Because these areas of business are extremely
specialized, ParkerVision is dependent on having skilled and specialized
employees to conduct its research and development activities, manufacturing,
marketing and support. The inability to obtain these kinds of persons will have
an adverse impact on its business development and may prevent ParkerVision
successfully implementing its current plans.
PARKERVISION FACES INTENSE COMPETITION IN ITS HIRING PROGRAM FOR THE KINDS OF
EMPLOYEES IT REQUIRES.
Because ParkerVision needs highly skilled employees and persons with very
specialized experience, there tends to be relatively few persons available to
meet its requirements. Generally, ParkerVision has experienced a small pool of
persons in the labor markets in which it must seek its employees. Therefore,
when hiring, ParkerVision encounters competition from other telecommunications,
electronics and technically orientated companies. To meet this competition
ParkerVision often is required to fashion superior compensation packages and to
develop a working environment conducive to attracting the kinds of person the
company needs. It also has to pay recruiting fees. ParkerVision may experience
an inability to obtain the services of required personnel and a high cost of
labor in some instances. The former may prevent ParkerVision from implementing
its business plan as intended, and the latter may
-8-
result in additional operations expense which may not be recoverable. One or the
other or both may place ParkerVision at an overall disadvantage comparative to
other companies.
THE OUTSTANDING OPTIONS AND WARRANTS MAY AFFECT THE MARKET PRICE AND LIQUIDITY
OF THE COMMON STOCK.
ParkerVision had outstanding options, warrants and options to purchase
7,324,685 shares of its common stock at November 4, 2003. At that date,
approximately 16% of these securities had exercise prices at less than the
market price of the common stock. All of the underlying common stock of these
securities is or will be registered for sale by ParkerVision to the option
holder or for public resale by the security holder. The amount of common stock
available for the sales may have an adverse impact on ParkerVision's ability to
raise capital and may affect the price and liquidity of the common stock in the
public market. In addition, the issuance of these shares of common stock will
have a dilutive effect on the current stockholders' ownership of ParkerVision.
THE MARKET OF THE PARKERVISION COMMON STOCK HAS FLUCTUATED SIGNIFICANTLY,
SOMETIMES IN A MANNER UNRELATED TO ITS PERFORMANCE.
The market price of the common stock has fluctuated widely in response to
various factors and events. These include:
o the number of shares of common stock being sold and purchased in the
marketplace,
o variations in operating results,
o rumors of significant events which can circulate quickly in the
marketplace, particularly over the internet, and
o the difference between actual results and the results expected by
investors and analysts.
Since the common stock became publicly traded, its market price has
fluctuated over a wide range, and ParkerVision expects the market price to
continue to fluctuate in the future. In addition, the stock market had
experienced sector and broad price and volume fluctuations in recent years that
have often been unrelated to the operating performance of companies. These
sector and broad market fluctuations also may adversely affect the market price
of the common stock.
PROVISIONS IN THE CERTIFICATE OF THE INCORPORATION AND BY-LAWS COULD HAVE
EFFECTS THAT CONFLICT WITH THE INTEREST OF STOCKHOLDERS.
Some provisions in the certificate of incorporation and by-laws of
ParkerVision could make it more difficult for a third party to acquire control.
For example, the board of directors has the ability to issue preferred stock
without stockholder approval, and there are pre-notification provisions for
director nominations and submissions of proposals from stockholders to a vote by
all the stockholders under the by-laws. Florida law also has anti-takeover
provisions in its corporate statute.
USE OF PROCEEDS
All the shares being offered by this prospectus are for the account of the
selling stockholders. ParkerVision will not receive any of the proceeds from the
sale of the shares by the selling stockholders.
-9-
SELLING STOCKHOLDERS
The following table provides certain information about the selling
stockholders' beneficial ownership of our common stock at November 12, 2003. It
is also adjusted to give effect to the sale of all of the shares offered by them
under this prospectus. Unless otherwise indicated, the selling stockholder
possesses sole voting and investment power with respect to the securities shown.
AFTER OFFERING
--------------
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED NUMBER OF BENEFICIALLY
NAME PRIOR TO OFFERING SHARES TO BE SOLD OWNED % OF CLASS
---- ----------------- ----------------- ----- ----------
Wellington Trust Company,
National Association
Multiple Common Trust Funds
Trust, Emerging Companies
Portfolio 140,000 140,000 -0- *
Wellington Trust Company,
National Association
Multiple Collective
Investment Funds Trust,
Emerging Companies Portfolio 120,000 120,000 -0- *
Wellington Management Portfolios
(Dublin) - Global Smaller
Companies Equity Portfolio 4,500 4,500 -0- *
BayStar Capital II, LP 454,714 454,714 -0- *
SEI Institutional Investments
Trust, Small Cap Fund 91,000 91,000 -0- *
SEI Institutional Managed Trust,
Small Cap Growth Fund 112,500 112,500 -0- *
Seligman Global Fund Series,
Inc., Seligman Global
Smaller Companies Fund 63,000 63,000 -0- *
Seligman Portfolios, Inc.,
Seligman Global Smaller
Companies Portfolio 2,000 2,000 -0- *
-10-
AFTER OFFERING
--------------
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED NUMBER OF BENEFICIALLY
NAME PRIOR TO OFFERING SHARES TO BE SOLD OWNED % OF CLASS
---- ----------------- ----------------- ----- ----------
Government of Singapore
Investment Company Pte, Ltd 370,000 370,000 -0- *
JB Were Global Small Companies
Pooled Fund 75,000 75,000 -0- *
Talvest Global Small Cap Fund 22,000 22,000 -0- *
TELUS Corporation Foreign Equity
Active Plan 9,500 9,500 -0- *
New Zealand Funds Management
Limited 17,000 17,000 -0- *
British Columbia Investment
Management Corporation 43,000 43,000 -0- *
Telstra Super Pty Ltd. 22,000 22,000 -0- *
Oregon Investment Council 242,000 242,000 -0- *
The Dow Chemical Employees'
Retirement Plan 85,000 85,000 -0- *
The Retirement Program Plan for
Employees of Union Carbide
Corporation 72,000 72,000 -0- *
Howard Hughes Medical Institute 87,000 87,000 -0- *
The Robert Wood Johnson
Foundation 95,000 95,000 -0- *
New York State Nurses
Association Pension Plan 52,000 52,000 -0- *
Ohio Carpenters' Pension Fund 30,000 30,000 -0- *
Laborers' District Council and
Contractors' of Ohio Pension
Fund 24,000 24,000 -0- *
-11-
AFTER OFFERING
--------------
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED NUMBER OF BENEFICIALLY
NAME PRIOR TO OFFERING SHARES TO BE SOLD OWNED % OF CLASS
---- ----------------- ----------------- ----- ----------
Australian Retirement Fund 25,000 25,000 -0- *
Emergency Services
Superannuation Board 18,000 18,000 -0- *
Retail Employees Superannuation
Trust 27,000 27,000 -0- *
BC Telecom Pension Plan for
Management and Exempt
Employees 4,500 4,500 -0- *
David Cumming 3,000 3,000 53,400 *
_______________________
* Less than 1.0%.
On November 14, 2003, ParkerVision consummated the sale of an aggregate of
2,310,714 shares of common stock in a private placement to a limited number of
institutional and other investors in a private placement pursuant to offering
exemptions under the Securities Act of 1933. The gross proceeds of the offering
were $20,218,747.50. ParkerVision engaged Wells Fargo Securities LLC as
placement agent pursuant to an agreement dated October 23, 2003, under which it
paid an aggregate of $1,243,124 in fees and expenses in connection with the
offering.
ParkerVision agreed to register the shares of common stock for resale by
the investors in the private placement. The registration provisions provide that
if the registration statement is not declared effective by February 14, 2004, or
the registration statement is suspended after it is declared effective, any
selling stockholder who owns shares of common stock purchased in the private
placement will be entitled to liquidated damages of 1% of the purchase price,
per month, on a pro rata daily basis, until the registration statement is
declared effective or available for use after a suspension. The maximum penalty
is limited to 10% of the purchase price. ParkerVision and the selling
shareholders, severally, have agreed to indemnify each other in certain
circumstances in connection with the registration statement.
PLAN OF DISTRIBUTION
The sale or distribution of the common stock may be made directly to
purchasers by the selling stockholders or by any donee, or permitted transferee
as principals or through one or more underwriters, brokers, dealers or agents
from time to time in one or more public or private transactions, including:
o block trades;
o on any exchange, Nasdaq or in the over-the-counter market;
o in transactions otherwise than on an exchange, Nasdaq or in the
over-the-counter market;
o through the writing of put or call options relating to the common
stock;
o the short sales of the common stock;
o through the lending of such common stock;
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o by way of gift, settlement or contribution to capital;
o through the distribution of the common stock by any selling
stockholder to its partners, members or shareholders; or
o through a combination of any of the above.
Any of these transactions may be effected:
o at market prices prevailing at the time of sale;
o at prices related to such prevailing market prices;
o at varying prices determined at the time of sale; or
o at negotiated or fixed prices.
If any of the selling stockholder effects transactions to or through
underwriters, brokers, dealers or agents, these underwriters, brokers, dealers
or agents may receive compensation in the form of discounts, concessions or
commissions from the selling stockholder or purchasers. These discounts may be
in excess of those customary for the types of transactions involved.
The selling stockholders and any brokers, dealers or agents that
participate in the distribution of the common stock may be deemed to be
underwriters. Any profit on the sale of common stock by them and any discounts,
concessions or commissions received by any of the underwriters, brokers, dealers
or agents may be deemed to be underwriting discounts and commissions under the
Securities Act.
Under the securities laws of some states, the common stock may be sold in
these states only through registered or licensed brokers or dealers. In
addition, in some states, the common stock may not be sold unless the common
stock has been registered or qualified for sale in the state or an exemption
from registration or qualification is available and is complied with.
The selling stockholders may also resell all or a portion of the common
stock in open market transactions in reliance upon Rule 144 under the Securities
Act. In these cases, they must meet the criteria and conform to the requirements
of that rule.
We will pay all of the costs, expenses and fees incident to the
registration of the common stock. The selling stockholders will pay the costs,
expenses and fees incident to the offer and sale of the common stock to the
public, including commissions, fees and discounts of underwriters, brokers,
dealers and agents. We have agreed to indemnify the selling stockholders against
certain liabilities, including liabilities under the Securities Act. We will not
receive any of the proceeds from the sale of any of the securities by the
selling stockholders.
LEGAL MATTERS
The legality of the common stock offered by this prospectus has been passed
upon by Graubard Miller.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
2002, have been so incorporated in reliance on the report (which contains an
emphasis-of-a-matter explanatory paragraph relating to the Company's
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significant losses and negative cash flows and management's plans to continue
the business as described in Notes 2 and 19 to the financial statements) of
PricewaterhouseCoopers LLP, independent certified public accountants, given on
the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information about the public
reference room.
The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. This prospectus
incorporates by reference our documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, until all of the securities are sold.
o Annual Report on Form 10-K for the fiscal year ended December 31,
2002;
o Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
2003, June 30, 2003 and September 30, 2003;
o Current Report on Form 8-K dated September 4, 2003;
o Proxy Statement dated May 1, 2003, as amended, to be used in
connection with the annual meeting of shareholders on June 26, 2003;
and
o Form 8-A declared effective on November 30, 1993, registering our
common stock, under Section 12(g) of the Securities Exchange Act of
1934, as amended.
Potential investors may obtain a copy of any of our SEC filings, excluding
exhibits, without charge by written or oral request directed to ParkerVision,
Inc., Attention: Investor Relations, 8493 Baymeadows Way, Jacksonville, Florida
32256.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by us in connection with the distribution of
the securities being registered are as follows:
SEC Registration and Filing Fee.................................. $ 1,615.13
Legal Fees and Expenses.......................................... 15,000.00
Accounting Fees and Expenses..................................... 6,000.00
Printing ....................................................... 500.00
Miscellaneous.................................................... 1,884.87
------------
TOTAL.................................................. $ 25,000.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The laws of the Florida permit the indemnification of directors, employees,
officers and agents of Florida corporations. Our articles of incorporation and
bylaws provide that we shall indemnify to the fullest extent permitted by
Florida law any person whom we indemnify under that law.
The provisions of Florida law that authorize indemnification do not
eliminate the duty of care of a director. In appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available. In addition, each director will continue to be subject to
liability for (a) violations of criminal laws, unless the director has
reasonable cause to believe that his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful, (b) deriving an improper personal
benefit from a transaction, (c) voting for or assenting to an unlawful
distribution and (d) willful misconduct or conscious disregard for our best
interests in a proceeding by or in our right to procure a judgment in its favor
or in a proceeding by or in the right of a stockholder. The statute does not
affect a director's responsibilities under any other law, such as the federal
securities laws.
We have entered into indemnification and reimbursement agreements with each
of our directors.
The effect of the foregoing is to require us to indemnify our officers and
directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he or she
reasonably believed to be in or not contrary to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
We have directors and officers insurance which includes insurance for
claims against these persons brought under securities laws.
To the extent that we indemnify our management for liabilities arising
under securities laws, we have been informed by the SEC that this
indemnification is against public policy and is therefore unenforceable.
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ITEM 16. EXHIBITS
Incorporated by
Exhibit Reference from No. in
Number Description Document Document Filing Status
------ ----------- -------- -------- -------------
5.1 Opinion of Graubard Miller -- -- Filed Herewith
10.1 Form of Stock Purchase Agreement with each of -- -- Filed Herewith
the investors in the November 2003 private
placement who are the Selling Stockholders
10.2 Schedule of November 2003 Investors -- -- Filed Herewith
23.1 Consent of PricewaterhouseCoopers LLP -- -- Filed Herewith
23.2 Consent of Graubard Miller (included in Exhibit -- -- Filed Herewith
5.1)
24.1 Power of Attorney (included on signature page -- -- Filed Herewith
of this Registration Statement)
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ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To 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
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 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, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
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public policy 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 is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in Jacksonville, Florida on November 24,
2003.
PARKERVISION, INC
(Registrant)
By: /s/ Jeffrey L. Parker
---------------------
Name: Jeffrey L. Parker
Title: Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey L. Parker, Todd Parker and David F.
Sorrells, and each of them, with full power to act without the other, such
person's true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign this Registration Statement, any and all
amendments thereto (including post-effective amendments), any subsequent
Registration Statements pursuant to Rule 462 of the Securities Act of 1933, as
amended, and any amendments thereto and to file the same, with exhibits and
schedules thereto, and other 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 necessary or desirable to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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 November 24, 2003
--------------------------- and Chairman of the Board
Jeffrey L. Parker (Principal Executive Officer)
By: /s/ William A. Hightower President and Director November 24, 2003
---------------------------
William A. Hightower
By: /s/ Todd Parker President, Video Business November 24, 2003
--------------------------- Unit and Director
Todd Parker
By: /s/ David F. Sorrells Chief Technical Officer November 24, 2003
--------------------------- and Director
David F. Sorrells
By: /s/ Stacie Wilf Secretary and Treasurer November 24, 2003
---------------------------
Stacie Wilf
By: /s/ Cynthia L. Poehlman Chief Accounting Officer November 24, 2003
--------------------------- (Principal Accounting
Cynthia L. Poehlman Officer)
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By: /s/ Richard A. Kashnow Director November 24, 2003
---------------------------
Richard A. Kashnow
By: /s/ William L. Sammons Director November 24, 2003
---------------------------
William L. Sammons
By: /s/ Papken S. Der Torossian Director November 24, 2003
---------------------------
Papken S. Der Torossian
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