As filed with the Securities and Exchange Commission on May 26, 2005
Registration No. 333-123957
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 1
TO
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
405 Lexington Avenue, 19th Floor
New York, New York 10174
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 OFFERING PRICE FEE
------------------------------------------ ----------------- --------------------- ------------------- ---------------
Common Stock, par value $.01 2,880,000 $7.72(1) $22,233,600(1) $2,616.89
------------------------------------------ ----------------- --------------------- ------------------- ---------------
Common Stock, par value $.01 issuable
upon exercise of Redeemable Common Stock 720,000 $9.00(2) $6,480,000(2) $ 762.70
Purchase Warrants
------------------------------------------ ----------------- --------------------- ------------------- ---------------
Total Fee Paid........................................................................ $3,379.59
====================================================================================================== ===============
(1) Based upon the market price of the Common Stock, as reported by the Nasdaq
Stock Market on April 5, 2005, in accordance with Rule 457(c) promulgated
under the Securities Act of 1933, as amended ("Securities Act").
(2) Determined in accordance with Rule 457(g) promulgated under the Securities
Act.
(3) Pursuant to Rule 416, additional securities are being registered as may be
required for issuance pursuant to the anti-dilution provisions of the
Redeemable Common Stock Purchase Warrants.
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.
-------------------
2
THE INFORMATION IN THIS PROSPECTUS IS INCOMPLETE AND MAY BE CHANGED.
THE SELLING STOCKHOLDERS 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.
PRELIMINARY PROSPECTUS DATED MAY 26, 2005
SUBJECT TO COMPLETION
PROSPECTUS
PARKERVISION, INC.
3,600,000 SHARES OF COMMON STOCK
This prospectus covers up to 3,600,000 shares of common stock of
ParkerVision, Inc. that may be offered for resale or otherwise disposed of by
the account of the selling stockholders set forth in this prospectus under the
heading "Selling Stockholders" beginning on page 12. Of that amount, 2,880,000
shares of common stock were issued in a private placement of shares of common
stock and redeemable common stock purchase warrants concluded on March 14, 2005,
and 720,000 shares will be issued upon exercise of the redeemable common stock
purchase warrants prior to their offer and sale pursuant to this prospectus.
Our common stock is traded on the Nasdaq National Market System under
the symbol PRKR. On May 25, 2005 the last reported sale price of our common
stock was $4.54.
We will not receive any proceeds from the sale or other disposition of
the shares or interests therein by the selling stockholders. To the extent that
any of the redeemable common stock purchase warrants are exercised, we will
receive the exercise price paid for the shares of common stock purchased
thereunder.
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 _________, 2005
3
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...............................................................6
RISK FACTORS...................................................................7
USE OF PROCEEDS...............................................................12
SELLING STOCKHOLDERS..........................................................12
PLAN OF DISTRIBUTION..........................................................17
LEGAL MATTERS.................................................................19
EXPERTS 20
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................20
---------------------------------------------
4
BUSINESS SUMMARY
GENERAL
ParkerVision, Inc., referred to in this prospectus as ParkerVision, we
or us, is a company engaged in the development and marketing of Direct2Data(TM)
or D2D(TM) technology, a wireless direct conversion radio frequency technoLOgy,
and associated products.
CORPORATE HISTORY AND RECENT DEVELOPMENTS
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.
From our founding until May 2004, we developed and marketed video
products until the video division was sold to Thomson Broadcast & Media
Solutions, Inc. for approximately $13,400,000.
Our wireless division was started in 1995, and we began offering our
wireless products in the third quarter 2003.
SALE OF COMMON STOCK AND REDEEMABLE STOCK PURCHASE WARRANTS AND RELATED
ACCOUNTING TREATMENT
On March 14, 2005, we completed the sale of 2,880,000 shares of common
stock and 720,000 redeemable common stock purchase warrants for net proceeds of
$20,300,000.
The portion of the proceeds related to the shares of common stock sold
are recorded in shareholders' equity. The warrants are recorded at their
estimated fair value of approximately $3.1 million as a component of
shareholders' equity.
WIRELESS PRODUCTS
We design, develop and market wireless integrated circuits and products
based on our proprietary wireless radio frequency transceiver technology. Our
products are targeted to the residential and commercial consumer markets and to
original equipment manufacturers (OEM and original design manufacturers (ODM).
Our core technology, called Direct2Data (TM) or D2D(TM), is a wireless
direct conversion radio frequency transceiver technology that may be applied to
all areas of wireless communications. We are also introducing two new classes of
fully digital radio frequency power amplifiers that are based on extensions of
the science and technology of D2D.
We design and produce several D2D-based transceiver integrated circuits
with a proprietary electronic circuit configuration that enables the creation of
practical, high performance transceivers. These transceivers reduce or eliminate
transmission and receiving problems inherent in traditional analog circuits that
are commercially available. Wireless products that employ D2D technology, when
compared to products using traditional electronic circuit designs, have the
ability to function at farther distances with increased connection reliability
5
and less power consumption. We believe that D2D-based implementations can enable
both size and cost reductions when compared with traditional analog devices due
to reduced interference which eliminates the need for metal shielding of
components in the manufacturing process.
In 2003, we introduced our first D2D-based wireless local area
networking products for the end user. These were for wireless Internet data
networking applications, and include a wireless local area networking card
designed for use with laptop computers, a wireless universal serial bus adaptor
for use with desktop computers and a wireless four-port router for networking
applications. These products are targeted for the residential and small office
and home office markets. We offer professional telephone support at no charge
and a 30-day money-back guarantee to allow the consumer a risk free trial.
In 2005, we plan to expand our WLAN products to include those that meet
the 802.11g standard and introduce a high performance cordless phone using the
D2D technology. This product will be designed to achieve longer distances and
better reliability than the typical consumer cordless phone and have better
audio quality.
Our consumer products are sold directly by the company and through
traditional retail outlets, online retailers and value added resellers. In the
retail market, we work with our outlets to develop the market for our products
with co-advertising, in-store promotions and demonstrations, sales associate
training and banner advertising. We also plan to develop products for the OEM
and ODM markets and in connection with that effort we are expanding our in-house
sales staff. To date, we have not achieved any sales or agreements within these
market segments for our D2D products and technology.
PATENTS
We have obtained 59 patents related to our D2D technology and have over
90 patent applications pending in the United States and other countries. We
believe the number and scope of these patents are an important asset of
ParkerVision and gives it a significant competitive advantage.
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.
WE HAVE HAD A HISTORY OF LOSSES WHICH MAY ULTIMATELY COMPROMISE OUR ABILITY TO
IMPLEMENT OUR BUSINESS PLAN AND CONTINUE IN OPERATIONS.
We have had losses in each year since our inception in 1989, and
continue to have an accumulated deficit which, at March 31, 2005, was
$115,987,936. The net loss for 2004 was $14.8 million, and the net loss for the
three months ended March 31, 2005 was $5,507,956. To date, our products have not
produced revenues sufficient to cover operating, research and development and
overhead costs. We also will continue to make expenditures on research and
development and on pursuing patent protection for our intellectual property. We
expect that our revenues in the near term will not bring the company to
profitability. If we are not able to generate sufficient revenues, and we have
insufficient capital resources, we will not be able to implement our business
plan and investors will suffer a loss in their investment. This may result in a
change in our business strategies.
6
WE EXPECT TO NEED ADDITIONAL CAPITAL IN THE FUTURE, WHICH IF WE ARE UNABLE TO
RAISE WILL RESULT IN OUR NOT BEING ABLE TO IMPLEMENT OUR BUSINESS PLAN AS
CURRENTLY FORMULATED.
Because we have had net losses and, to date, have not generated
positive cash flow from operations, in part, we have funded our operating losses
from the sale of equity securities from time to time and the sale of our video
division in 2004. We anticipate that our business plan will continue to require
significant expenditures for research and development, patent protection,
manufacturing, marketing and general operations. Our current capital resources
are expected to sustain operations for at least through fiscal year 2005.
Thereafter, unless we increase revenues to a level that they cover operating
expenses or we reduce costs, we will require additional capital to fund these
expenses. 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 the Company. The sale of equity
securities will result in dilution to the current stockholders' ownership. The
long-term continuation of our business plan is dependent upon the generation or
sufficient revenues from the sale of our products, additional funding or
reducing expenses or a combination of the foregoing. The failure to generate
sufficient revenues, raise capital or reduce expenses could have a material
adverse effect on our ability to achieve our long-term business objectives.
OUR INDUSTRY IS SUBJECT TO RAPID TECHNOLOGICAL CHANGES WHICH IF WE ARE UNABLE TO
MATCH OR SURPASS, WILL RESULT IN A LOSS OF COMPETITIVE ADVANTAGE AND MARKET
OPPORTUNITY.
Because of the rapid technological development that regularly occurs in
the microelectronics industry, we must continually devote substantial resources
to developing and improving our technology and introducing new product offerings
and creating new products. For example, in fiscal year 2004, we spent
approximately $11.4 million on research and development, and we expect to
continue to spend a significant amount in this area in the future. These efforts
and expenditures are necessary to establish and increase market share and,
ultimately, to grow revenues. If another company offers better products or our
product development lags, a competitive position or market window opportunity
may be lost, and therefore our revenues or revenue potential may be adversely
affected.
IF OUR PRODUCTS ARE NOT COMMERCIALLY ACCEPTED, OUR DEVELOPMENTAL INVESTMENT WILL
BE LOST AND OUR FUTURE BUSINESS CONTINUATION WILL BE IMPAIRED.
There can be no assurance that our research and development will
produce commercially viable technologies and products. If new technologies and
products are not commercially accepted, the funds expended will not be
recoverable, and our competitive and financial position will be adversely
affected. In addition, perception of our business prospects will be impaired
with an adverse impact on our ability to do business and to attract capital and
employees.
FAILING TO ACHIEVE MARKET ACCEPTANCE OF OUR D2D TECHNOLOGY WILL RESULT IN AN
ADVERSE IMPACT ON OUR BUSINESS PROSPECTS AND COMPROMISE THE MARKET VALUE OF THE
TECHNOLOGY.
Our wireless technology represents what we believe to be a significant
change in the circuit design of wireless radio-frequency communications. To
achieve market acceptance, we will need to demonstrate the benefits of our
technology over more traditional solutions through the development of marketable
products and aggressive marketing. In many respects, because the D2D technology
is a radically different approach in its industry, it is very difficult for us
to predict the final economic benefits to users of the technology and the
financial rewards that we 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 prospects and financial condition will be
adversely affected.
7
IF OUR PATENTS AND INTELLECTUAL PROPERTY DO NOT PROVIDE US WITH THE ANTICIPATED
MARKET PROTECTIONS AND COMPETITIVE POSITION, OUR BUSINESS AND PROSPECTS WILL BE
IMPAIRED.
We rely on our intellectual property, including patents and patent
applications, to provide competitive advantage and protect us from theft of our
intellectual property. We believe that many of our 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, we will suffer adverse effects from the loss
of competitive advantage and our ability to offer unique products and
technologies. In addition, there would be an adverse impact on the Company's
financial condition and business prospects.
IF WE DO NOT COMPLY WITH THE APPROVAL REQUIREMENTS OF THE FEDERAL COMMUNICATIONS
COMMISSION IN RESPECT OF OUR PRODUCTS, WE WILL NOT BE ABLE TO MARKET THEM WITH A
RESULTING LOSS OF BUSINESS AND PROSPECTS.
We must obtain approvals from the United States Federal Communications
Commission for the regulatory compliance of our products in the United States.
We also may have to obtain approvals from equivalent foreign government agencies
where our products are sold internationally. Currently, we have obtained all
required approvals. Generally the approval process is routine and takes from one
to two months without substantial expense. In the event, however, that approval
is not obtained, or there is a change in current regulation that impacts issued
approvals or the approval process, there may be an impact on our ability to
market products and on our business prospects.
IF WE CANNOT DEMONSTRATE THAT OUR D2D PRODUCTS CAN COMPETE IN THE MARKETPLACE
AND ARE BETTER THAN CURRENT ELECTRONICS SOLUTIONS, THEN WE WILL NOT BE ABLE TO
GENERATE THE SALES WE NEED TO CONTINUE OUR BUSINESS AND OUR PROSPECTS WILL BE
IMPAIRED.
In respect of the current product offerings, we now face competition
from other finished product suppliers such as the Linksys division of Cisco,
Netgear, Belkin and D-Link. We also face competition from chip suppliers such as
RF MicroDevices, Anadigics, Maxim and Conexant, among others. Our technology may
also face competition from other emerging approaches or new technological
advances which are under development and have not yet emerged.
WE OBTAIN CRITICAL COMPONENTS FOR OUR PRODUCTS FROM VARIOUS SUPPLIERS AND
LICENSORS, SOME OF WHICH ARE SINGLE SOURCES, WHICH MAY PUT US AT RISK IF THEY DO
NOT FULFILL OUR REQUIREMENTS OR THEY INCREASE PRICES THAT CANNOT BE PASSED ON.
We obtain critical components from various suppliers and licensors,
some of which are single sources. Because we depends on outside sources for
supplies and licenses of various parts of its products, we are at risk that we
may not obtain these components on a timely basis or may not obtain them at all.
We maintain inventories of many components, and to date, have not experienced
any significant problems with respect to obtaining components. In addition, we
have neither ended or had terminated any supply arrangements or license of
critical components where an alternative has not been readily available.
Notwithstanding our past history of supplies, maintaining inventory of some
components and having licenses to produce in the event of non-supply, if we are
unable to obtain needed components, our business would be disrupted, and we
would have to expend some of our resources to modify our products or find new
suppliers and work with them to develop appropriate components. We are also at
risk for increases in prices imposed by sources over which we have no control.
Our inability to obtain components or absorb price increases may have an adverse
effect on our own ability to fulfill orders and on our financial condition.
8
WE BELIEVE THAT WE WILL RELY, IN LARGE PART, ON KEY BUSINESS AND SALES
RELATIONSHIPS FOR THE SUCCESSFUL COMMERCIALIZATION OF OUR D2D TECHNOLOGY, WHICH
IF NOT DEVELOPED OR MAINTAINED, 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 our D2D
technology, as part of our business strategy, we 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. These will include OEM
and VAR relationships and sales through internet and storefront retailers. These
commercialization avenues are in addition to the direct marketing that we are
engaged in through our own website. Our successful commercialization of the D2D
technology will depend in part on our ability to meet obligations under
contracts in respect to the 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 our D2D technology
which will have an adverse impact on our business development and our ability to
generate revenues and recover development expenses.
AS WE INCREASE OUR MARKETING EFFORTS, WE WILL BECOME MORE RELIANT ON THE SALES
EFFORTS OF THIRD PARTIES THAT MAY AFFECT REVENUES.
As we increase our consumer product offerings, we will seek various
kinds of distribution and sales methodologies which rely on third parties. These
will include OEM, VAR, internet resellers and standard retail outlets. To
service these sales methods, we will have to maintain inventory and supply
sufficient quantities of products to the sales outlets. Therefore, we will have
an increased exposure with respect to inventory quantities and investment and
warranty obligations. We also will have to oversee the sales efforts of these
outlets to maintain pricing structures, advertising and sales quality and
servicing and warranty claims. If we are unable to supply our sales channels or
the third parties sell or act in ways that harm our image, market acceptance of
our products may be adversely affected with a resulting loss in sales and
revenues.
MARKETING OF OUR PRODUCTS WILL REQUIRE EXPANSION OF OUR MARKETING STAFF AND
ESTABLISHING MARKETING PROGRAMS, WHICH IF NOT EFFECTIVE, MAY RESULT IN LIMITED
SALES.
We have initiated consumer sales of various products. To do this
effectively and reach the mass market for electronic products, we will need to
expand our sales staff and marketing programs. If we are unable to find
effective sales personnel or establish effective sales programs, we will not be
able to fully realize our product offerings or grow sales. A slower growth of
sales or the harmful effects of poor marketing could increase expenses and may
adversely affect sales and revenues.
WE HAVE LIMITED EXPERIENCE IN THE COMMERCIAL DESIGN AND LARGE SCALE
MANUFACTURING OF CONSUMER PRODUCTS THAT MAY RESULT IN PRODUCTION INADEQUACIES,
DELAYS AND REJECTION.
We have limited experience in the commercial design and large scale
manufacturing of consumer electronic products. From time to time we have
experienced delays in starting production and maintaining production amounts at
the quality levels necessary for our products. We outsource the manufacture of
certain components and will outsource some of our future consumer products. If
there are design flaws or manufacturing errors resulting from our inexperience
or by the third party manufacturers, there may be resulting delays while they
are corrected. In addition, using others to manufacture on our behalf exposes us
to timing, quality and delivery risks. The failure to produce adequate numbers
of products, at the quality levels expected by our customers, may result in the
9
loss of acceptance of our consumer products, or result in excessive returns and
warranty claims. These may result in loss of commercialization opportunities as
well as adversely affect revenues and cause additional, unanticipated expenses.
UNTIL WE ARE ABLE TO SELL PRODUCT IN LARGE VOLUMES, OUR MANUFACTURING AND SALES
EXPENSES PER UNIT WILL HAVE AN ADVERSE IMPACT ON GROSS MARGINS.
New products offerings may be manufactured in low quantities resulting
in higher per unit costs to produce. These costs will reduce gross margins. It
is possible that the costs to produce may not be fully recoverable resulting in
write downs of inventory. This will have a negative impact on our financial
condition and results of operations.
WE ARE HIGHLY DEPENDENT ON MR. JEFFERY PARKER AS OUR CHIEF EXECUTIVE OFFICER
WHOSE SERVICES, IF LOST, WOULD HAVE AN ADVERSE IMPACT ON THE LEADERSHIP OF THE
COMPANY AND INDUSTRY AND INVESTOR PERCEPTION ABOUT OUR FUTURE.
Because of Mr. Parker's position in the company and the respect he has
garnered in the industry in which we operate and from the investment community,
the loss of the services of Mr. Parker might be seen as an impediment to the
execution of the our business plan. If Mr. Parker were no longer available to
the company, investors may experience an adverse impact on their investment. Mr.
Parker has an employment contract that expires in September 2005. We maintain
key-employee life insurance for our benefit on Mr. Parker.
IF WE ARE UNABLE TO ATTRACT THE HIGHLY SKILLED EMPLOYEES WE NEED FOR RESEARCH
AND DEVELOPMENT AND SALES AND SERVICING, IT WILL NOT BE ABLE TO EXECUTE ITS
RESEARCH AND DEVELOPMENT PLANS OR PROVIDE THE HIGHLY TECHNICAL SERVICES THAT OUR
PRODUCTS REQUIRE.
Our business is very specialized, and therefore it is dependent on
having skilled and specialized employees to conduct our research and development
activities, manufacturing, marketing and support. The inability to obtain these
kinds of persons will have an adverse impact on our business development because
persons will not obtain the information or services expected in the markets and
may prevent us from successfully implementing our current business plans.
THE OUTSTANDING OPTIONS AND WARRANTS MAY AFFECT THE MARKET PRICE AND LIQUIDITY
OF THE COMMON STOCK.
At December 31, 2004, we had 18,006,324 shares of common stock
outstanding and had 5,390,218 exercisable options and warrants for the purchase
of shares of common stock, assuming no terminations or forfeitures of such
options and warrants. On March 14, 2005, we issued 720,000 warrants to investors
in our private placement which are immediately exercisable. On December 31, 2005
and 2006, there will be 7,107,050 and 7,362,460, respectively of the currently
outstanding options and warrants exercisable (assuming no terminations or
forfeitures). All of the underlying common stock of these securities is or will
be registered for sale to the holder or for public resale by the holder. The
amount of common stock available for the sales may have an adverse impact on our
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 current stockholders' ownership.
10
PROVISIONS IN THE CERTIFICATE OF THE INCORPORATION AND BY-LAWS COULD HAVE
EFFECTS THAT CONFLICT WITH THE INTEREST OF STOCKHOLDERS.
Some provisions in our certificate of incorporation and by-laws 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 covered by this prospectus may be sold or otherwise
disposed of for the account of the selling stockholders. ParkerVision will not
receive any of the proceeds from the sale or other disposition of the shares or
interests therein by the selling stockholders.
If the redeemable common stock warrants are exercised, we will receive
up to $6,480,000 in gross proceeds.
SELLING STOCKHOLDERS
The following table provides certain information about the selling
stockholders' beneficial ownership of our common stock at May 26, 2005. 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
BENEFICIALLY NUMBER OF SHARES
OWNED PRIOR TO PERCENTAGE SHARES BENEFICIALLY % OF
NAME OFFERING+ OF CLASS TO BE SOLD+ OWNED CLASS
---- -------------- ---------- ----------- ------------ -------
Special Situations Fund III, L.P.(1) 400,000 1.9% 400,000 -0- -0-
Special Situations Cayman Fund, L.P.(1) 100,000 * 100,000 -0- -0-
Special Situations Private Equity Fund, 215,000 1.0% 215,000 -0- -0-
L.P.(1)
Special Situations Technology Fund, L.P.(1) 40,000 * 40,000 -0- -0-
Special Situations Technology Fund II, 245,000 1.1% 245,000 -0- -0-
L.P.(1)
Goldman Sachs Asset Management, L.P.(2)(3) 270,000 1.3% 150,000 120,000 *
J B Were Global Small Companies Pooled 112,500 * 62,500 50,000 *
Fund(2)(3)
J B Were Global Small Companies Fund (2)(3) 14,625 * 8,125 6,500 *
SEI Institutional Investments Trust Small 56,250 * 31,250 25,000 *
Cap Fund(2)(4)
11
AFTER OFFERING
----------------------
NUMBER OF
SHARES NUMBER OF
BENEFICIALLY NUMBER OF SHARES
OWNED PRIOR TO PERCENTAGE SHARES BENEFICIALLY % OF
NAME OFFERING+ OF CLASS TO BE SOLD+ OWNED CLASS
---- -------------- ---------- ----------- ------------ -------
Optimix Investment Management Limited(2) 42,750 * 23,750 19,000 *
SEI U.S. Small Companies Fund(2)(4) 27,000 * 15,000 12,000 *
SEI Institutional Investments Trust, Small 67,500 * 37,500 30,000 *
Cap Fund (2)(4)
SEI Institutional Managed Trust, Small Cap 157,500 * 87,500 70,000 *
Growth Fund (2)(4)
Seligman Global Fund Series, Inc., Seligman 90,000 * 50,000 40,000 *
Global Smaller Companies Fund(2)(5)
Pension Plan for Management and 3,375 * 1,875 1,500 *
Professional Employees of Telus
Corporation(2)
Retail Employees Superannuation Trust(2) 29,250 * 16,250 13,000 *
TELUS Corporation Foreign Equity Active 7,875 * 4,375 3,500 *
Pool (2)
Wellington Management Portfolios (Dublin) - 46,125 * 25,625 20,500 *
Global Smaller Companies Equity
Portfolio(2)
Telstra Super Pty Ltd.(2) 18,000 * 10,000 8,000 *
Clifford J. Kalista 401K(6) 62,500 * 62,500 -0- -0-
Phyllis D. Kalista 401K(6) 12,500 * 12,500 -0- -0-
Clifford J. Kalista and Phyllis D. Kalista 115,000 * 75,000 40,000 *
JTWROS
Gregory L. Berlacher(6) 8,375 * 8,375 -0- -0-
Lyxor/Balboa Fund, Ltd.(7) 145,125 * 145,125 -0- -0-
The Chelonia Fund, LP(7) 16,875 * 16,875 -0- -0-
The Balboa Fund, Ltd.(7) 38,250 * 38,250 -0- -0-
The Balboa Fund, LP(7) 49,750 * 49,750 -0- -0-
Jody Miller 19,500 * 12,500 7,000 *
Sandor Capital Master Fund LP(8) 42,500 * 42,500 -0- -0-
David Cumming 84,900 * 8,600 76,300 *
12
AFTER OFFERING
----------------------
NUMBER OF
SHARES NUMBER OF
BENEFICIALLY NUMBER OF SHARES
OWNED PRIOR TO PERCENTAGE SHARES BENEFICIALLY % OF
NAME OFFERING+ OF CLASS TO BE SOLD+ OWNED CLASS
---- -------------- ---------- ----------- ------------ -------
Emerging Growth Advisors, Inc.(9) 100,000 * 100,000 -0- -0-
Banca Del Gottardo(10) 1,533,471 8.5% 83,332 1,450,139 8.1%
Precept Capital Master Fund, GP(11) 41,666 * 41,666 -0- -0-
William J. Harrison 12,500 * 12,500 -0- -0-
Robert S. Colman Trust u/d/t 3/13/85 62,500 * 62,500 -0- -0-
Sherleigh Associates Defined Benefits 166,666 * 166,666 -0- -0-
Pension Plan(12)
Sherleigh Associates Profit Sharing Plan(12) 166,666 * 166,666 -0- -0-
Northwood Capital Partners, L.P.(13) 93,750 * 93,750 -0- -0-
Cabernet Partners, L.P.(13) 62,500 * 62,500 -0- -0-
Chardonnay Partners, L.P.(13) 25,000 * 25,000 -0- -0-
VFT Special Ventures, Ltd.(13) 25,028 * 25,028 -0- -0-
Insignia Partners, L.P.(13) 75,000 * 75,000 -0- -0-
Sean McDermott(14) 13,850 * 3,750 10,100 *
Anthony McDermott 35,000 * 27,500 7,500 *
Richard A. Jacoby 12,500 * 12,500 -0- -0-
The Ecker Family Partnership(15) 12,500 * 12,500 -0- -0-
Amir L. Ecker(15) 34,750 * 31,250 3,500 *
Amir L. Ecker IRA(15) 37,500 * 37,500 -0- -0-
ACT Capital Partners, LP(16) 92,000 * 62,500 29,500 *
Dennis L. Adams 62,500 * 62,500 -0- -0-
SRB Greenway Capital, L.P.(17) 18,982 * 18,982 -0- -0-
SRB Greenway Capital, (QP), L.P.(17) 135,182 * 135,182 -0- -0-
SRB Greenway Offshore Operating Fund, 12,501 * 12,501 -0- -0-
L.P.(17)
SF Capital Partners Ltd.(18) 166,666 * 166,666 -0- -0-
Barbara Parker(19) 349,435 1.7% 58,332 291,103 1.4%
13
AFTER OFFERING
----------------------
NUMBER OF
SHARES NUMBER OF
BENEFICIALLY NUMBER OF SHARES
OWNED PRIOR TO PERCENTAGE SHARES BENEFICIALLY % OF
NAME OFFERING+ OF CLASS TO BE SOLD+ OWNED CLASS
---- -------------- ---------- ----------- ------------ -------
Brenda Mittelman 12,500 * 12,500 -0- -0-
Henry Mittelman Revocable Living Trust 37,500 * 37,500 -0- -0-
----------
+ Includes shares underlying immediately exercisable warrants issued to selling
stockholders in the March 14, 2005 private placement which have been registered
for re-offer and re-sale.
* Less than 1.0%.
(1) MGP Advisors Limited ("MGP") is the general partner of Special
Situations Fund III, L.P. AWM Investment Company, Inc. ("AWM") is the
general partner of MGP and the general partner of and investment
adviser to the Special Situations Cayman Fund, L.P. SST Advisors,
L.L.C. ("SSTA") is the general partner of and investment adviser to the
Special Situations Technology Fund, L.P. and the Special Situations
Technology Fund II, L.P. MG Advisers, L.L.C. ("MG") is the general
partner of and investment adviser to the Special Situations Private
Equity Fund, L.P. Austin W. Marxe and David M. Greenhouse are the
principal owners of MGP, AWM, SSTA and MG and are principally
responsible for the selection, acquisition and disposition of the
portfolio securities by each investment adviser on behalf of its fund.
(2) The selling stockholder is an advisory client of Wellington Management
Company, LLP. Wellington Management Company, LLP is an investment
adviser registered with the Securities and Exchange Commission under
Section 203 of the Investment Advisers Act of 1940, as amended.
Wellington Management, in its capacity as investment adviser, may be
deemed to have beneficial ownership of the shares of common stock of
ParkerVision that are owned of record by investment advisory clients of
Wellington Management. Beneficial ownership, as such term is used
herein, is determined in accordance with Rule 13d-3 promulgated under
the Securities Exchange Act of 1934, as amended, and includes voting
and/or dispositive power with respect to such shares. Of the shares of
common stock of ParkerVision held by its advisory clients, Wellington
Management has shared voting authority over 1,356,100 shares and no
voting authority over 1,566,800 shares.
(3) Goldman Sachs & Co., an affiliate of a registered broker-dealer, and JB
Were are engaged in a global alliance that offers, among other
services, cash management and share trading services to retail
investors. Therefore the selling stockholder may be deemed to be an
affiliate of a member of the NASD.
(4) SEI Investments Distribution Company, the advisor to the selling
stockholder, is a registered broker dealer and is a wholly owned
subsidiary of SEI Investments Company, and therefore the selling
stockholder may be considered an affiliate of a member of the NASD.
(5) The selling stockholder is an affiliate of Seligman Services, a
registered broker-dealer.
14
(6) Gregory L. Berlacher is the trustee of the Clifford J. Kalista 401K and
Phyllis D. Kalista 401K. The amount listed for Mr. Berlacher does not
include the beneficial ownership of shares for which he acts as
trustee.
(7) Mark Meisenbach is the investment manager and has the ability to vote
and dispose of the shares of common stock of the selling stockholder.
(8) John S. Lemak, general partner, has the ability to vote and dispose of
the shares of common stock of the selling stockholder.
(9) Peter Welles, president, has the ability to vote and dispose of the
shares of common stock of the selling stockholder.
(10) The Banco del Gottardo has sole voting and dispositive power over
250,000 shares of common stock and shared voting and dispositive power
over 1,283,471 shares of common stock. The shares over which they have
shared authority are held for the benefit of third parties. The above
information is derived in part from the Schedule 13G filed by Banco del
Gottardo February 7, 2005. The address is Viale S. Franscini 8, Lugano,
Switzerland.
(11) D. Blair Baker, president and CEO of Precept Management, LLC, the
general partner of Precept Management LP, the agent for the selling
stockholder, has the ability to vote and dispose of the shares of
common stock.
(12) Jack Silver, trustee, has the ability to vote and dispose of the shares
of common stock of the selling stockholder.
(13) Robert A. Berlacher, general partner, has the ability to vote and
dispose of the shares of common stock of the selling stockholder.
(14) Sean McDermott is an employee of Philadelphia Brokerage Corp., an NASD
member.
(15) Amir L. Ecker is an employee of Philadelphia Brokerage Corp., an NASD
member and is the general partner of The Ecker Family Partnership with
authority to vote and dispose of the shares of common stock.
(16) Amir L. Ecker, Carol G. Frankenfield and Michael Bevilacqua, general
partners of the selling stockholder, are employed by Philadelphia
Brokerage Corp., an NASD member.
(17) Steven Becker, member of BC Advisors LLC, the general partner of SRB
Management, LP, the general partner of the selling stockholder has the
ability to vote and dispose of the shares of common stock.
(18) Brian H. Davidson has the voting and dispositive authority of the
shares of common stock. The selling stockholder is an affiliate of two
NASD members.
(19) Barbara Parker is related to Jeffrey L. Parker, CEO and a director of
ParkerVision, Todd Parker, Vice President and a director of
ParkerVision and Stacie Parker Wilf, Secretary of ParkerVision.
15
On March 14, 2005, ParkerVision consummated the sale of an aggregate of
2,880,000 shares of common stock and 720,000 redeemable common stock purchase
warrants in a private placement to a limited number of institutional and other
investors pursuant to offering exemptions under the Securities Act of 1933. The
gross proceeds of the offering were $21,600,000. ParkerVision engaged Wells
Fargo Securities LLC as placement agent pursuant to an agreement dated February
4, 2005, We paid approximately $1,300,000 in fees and expenses in connection
with the offering. Based on representations to the company in the purchase
agreements and investor questionnaires, none of the selling stockholders had
agreements or understandings, directly or indirectly, with any person to
distribute the shares, and purchased them in the ordinary course for investment
purposes.
The redeemable common stock purchase warrants are exercisable until
March 10, 2010, at an exercise price of $9.00 per share. They may be redeemed at
a redemption price of $.01 per share commencing March 10, 2007 until the
expiration date, on one occasion, in whole or in part, if the volume-weighted
average price of a share of common stock has been 200% or more of the then
exercise price for fifteen of the twenty consecutive trading days ending within
five days of the date of the redemption notice. The company may give notice of
redemption not less than ten trading days or more than twenty trading days prior
to the redemption date and provided that there is an effective re-offer
registration statement for the underlying shares. Until redeemed, the holder has
the right to exercise the warrant. If the warrants are to be redeemed in part,
they will be redeemed pro-rata among all the outstanding warrants.
ParkerVision agreed to register the shares of common stock sold in the
offering and underlying the warrants for resale by the investors in the private
placement. The registration provisions provide that if the registration
statement is not declared effective by June 10, 2005, 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 selling stockholders, which as used herein includes donees,
pledgees, transferees or other successors-in-interest selling shares of common
stock or interests in shares of common stock received after the date of this
prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or
otherwise dispose of any or all of their shares of common stock or interests in
shares of common stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions. These dispositions may
be at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time
of sale, or at negotiated prices.
The selling stockholders may use any one or more of the following
methods when disposing of shares or interests therein:
- ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
- block trades in which the broker-dealer will attempt to sell the
shares as agent, but may position and resell a portion of the block as principal
to facilitate the transaction;
16
- purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
- an exchange distribution in accordance with the rules of the
applicable exchange;
- privately negotiated transactions;
- short sales effected after the date the registration statement of
which this Prospectus is a part is declared effective by the SEC;
- through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;
- broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
- a combination of any such methods of sale; and
- any other method permitted pursuant to applicable law.
The selling stockholders may, from time to time, pledge or grant a
security interest in some or all of the shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock, from
time to time, under this prospectus, or under an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act
amending the list of selling stockholders to include the pledgee, transferee or
other successors in interest as selling stockholders under this prospectus. The
selling stockholders also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our common stock or interests therein,
the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. After the
effectiveness of the registration statement, the selling stockholders may also
sell shares of our common stock short and deliver common stock to close out
their short positions, or loan or pledge the common stock to broker-dealers that
in turn may sell these securities. The selling stockholders may also enter into
option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery
to such broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction).
The aggregate proceeds to the selling stockholders from the sale of the
common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the
right to accept and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of common stock to be made directly or
through agents. We will not receive any of the proceeds from this offering. Upon
any exercise of the warrants by payment of cash, however, we will receive the
exercise price of the warrants.
The selling stockholders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act
of 1933, provided that they meet the criteria and conform to the requirements of
that rule.
17
The selling stockholders and any underwriters, broker-dealers or agents
that participate in the sale of the common stock or interests therein may be
"underwriters" within the meaning of Section 2(11) of the Securities Act. Any
discounts, commissions, concessions or profit they earn on any resale of the
shares may be underwriting discounts and commissions under the Securities Act.
Selling stockholders who are "underwriters" within the meaning of Section 2(11)
of the Securities Act will be subject to the prospectus delivery requirements of
the Securities Act.
To the extent required, the shares of our common stock to be sold, the
names of the selling stockholders, the respective purchase prices and public
offering prices, the names of any agents, dealer or underwriter, any applicable
commissions or discounts with respect to a particular offer will be set forth in
an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if
applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the
common stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and
is complied with.
We have advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, we will make copies of this prospectus (as it may be supplemented
or amended from time to time) available to the selling stockholders for the
purpose of satisfying the prospectus delivery requirements of the Securities
Act. The selling stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.
We have agreed to indemnify the selling stockholders against
liabilities, including liabilities under the Securities Act and state securities
laws, relating to the registration of the shares offered by this prospectus.
We have agreed with the selling stockholders to keep the registration
statement of which this prospectus constitutes a part effective until the
earlier of such time as all of the shares covered by this prospectus have been
disposed of pursuant to and in accordance with the registration statement and
the date on which the shares may be sold pursuant to Rule 144(k) of the
Securities Act.
We will pay all 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.
LEGAL MATTERS
The legality of the common stock offered by this prospectus has been
passed upon by Graubard Miller. Jody Miller, the wife of a partner of Graubard
Miller, is a selling stockholder.
18
EXPERTS
The consolidated financial statements and management's assessment of
the effectiveness of internal control over financial reporting (which is
included in Management's Report on Internal Control over Financial Reporting)
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 2004 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, an independent registered certified
public accounting firm, 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, 2004;
o Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2005;
o Current Report on Form 8-K dated March 14, 2005, filed March
17, 2005; 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.
19
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........................... $ 3,379.59
Legal Fees and Expenses................................... 20,000.00
Accounting Fees and Expenses.............................. 30,000.00
Printing ................................................ 500.00
Miscellaneous............................................. 6,120.41
-------------
TOTAL........................................... $ 60,000.00
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.
II-1
ITEM 16. EXHIBITS
Incorporated by
Exhibit Reference from No. in
Number Description Document Document Filing Status
----- ----------- -------- -------- -------------
5.1 Opinion of Graubard Miller -- -- Previously filed
10.1 Form of Stock and Warrant Purchase Agreement (1) -- Incorporated
with each of the investors in the March 2005 herewith
private placement who are the Selling
Stockholders
10.2 Form of Redeemable Common Stock Purchase Warrant (2) -- Incorporated
herewith
10.3 Schedule of March 2005 Investors -- -- Previously filed
23.1 Consent of PricewaterhouseCoopers LLP -- -- Filed Herewith
23.2 Consent of Graubard Miller (included in Exhibit
5.1) -- -- Previously filed
24.1 Power of Attorney (included on signature page -- -- Previously filed
of this Registration Statement)
--------------
(1) Incorporate by reference from Exhibit 10.29 of Annual Report on Form
10-K, dated December 31, 2004, filed March 16, 2005.
(2) Incorporate by reference from Exhibit 4.7 of Annual Report on Form
10-K, dated December 31, 2004, filed March 16, 2005.
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
II-2
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
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.
II-3
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
May ___, 2005.
PARKERVISION, INC
(Registrant)
By: /s/ Jeffrey L. Parker
--------------------------------
Name: Jeffrey L. Parker
Title: Chairman of the Board and
Chief Executive Officer
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 and Chairman of May 26, 2005
--------------------- the Board (Principal Executive Officer)
Jeffrey L. Parker
By: /s/ Cynthia L. Poehlman Chief Financial Officer (Principal May 26, 2005
----------------------- Accounting Officer)
Cynthia L. Poehlman
By: * Vice President and Director May 26, 2005
------------------------------
Todd Parker
By: * Chief Technical Officer and Director May 26, 2005
------------------------------
David F. Sorrells
By: * Secretary and Treasurer May 26, 2005
------------------------------
Stacie Wilf
By: * Director May 26, 2005
------------------------------
William A. Hightower
By: * Director May __, 1005
------------------------------
Richard a. Kashnow
By: * Director May 26, 2005
------------------------------
John Metcalf
By: * Director May 26, 2005
------------------------------
William L. Sammons
By: * Director May 26, 2005
------------------------------
Nam P. Suh
By: * Director May 26, 2005
------------------------------
Papken S. Der Torossian
* By: /s/ Jeffrey L. Parker
-----------------------------------
Jeffrey L. Parker, Attorney-in-Fact
By Power of Attorney
II-4