As filed with the Securities and Exchange Commission on February 10, 2004
Registration No. 333-110712
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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
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, FEBRUARY 10, 2004
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 February 9, 2004 the
last reported sale price of our common stock was $7.00.
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 _________, 2004
-2-
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...............................................................4
RISK FACTORS...................................................................6
USE OF PROCEEDS...............................................................10
SELLING STOCKHOLDERS..........................................................11
PLAN OF DISTRIBUTION..........................................................13
LEGAL MATTERS.................................................................14
EXPERTS.......................................................................15
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................15
---------------------------------------------
-3-
BUSINESS SUMMARY
GENERAL
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.
OPERATING HISTORY
Since founding, ParkerVision has operated at a loss in each fiscal year. We
began offering video products in 1990, and that division currently operates at a
small loss. We started the wireless division in 1995 and began offering wireless
products in the third quarter 2003, but to date, that division has operated at a
substantial loss each year. Revenues for our wireless division products, to
date, have been inconsequential, especially when compared with our expenses of
operations and the research and development costs incurred in each of our past
operating periods. Through September 30, 2003, we have an accumulated deficit of
$89,888,723. To date, our operations have been funded by the sale of equity
securities from time to time and revenues from our video division products.
Our financial statements as of December 31, 2002, included an explanatory
paragraph in the audit opinion regarding the company's requirement to obtain
additional funding in order to continue its business plan beyond 2003. During
fiscal year 2003, we reduced some of our expenses and in March and November 2003
raised an aggregate of approximately $25,000,000 in additional capital from the
sale of common stock. We believe that the current cash and investments of the
company are sufficient to fund operations for at least the next 12 months.
Therefore, the financial issues impacting the implementation of our business
plan at December 31, 2002 and during the earlier part of fiscal 2003 are not
currently issues. Nonetheless, we expect to continue to have significant
research and development costs and marketing expenses in the near term, and we
do not expect that revenues will cover all our operating expenses in fiscal year
2004. Therefore, in the future we may have to raise additional capital.
WIRELESS DIVISION
We have developed radio frequency transceivers based on what we believe to
be an entirely new electronic circuit configuration and design. We market these
under the names Direct2Data or D2D. We believe our D2D technology enables the
creation of practical, high performance transceivers that reduce or eliminate
transmission and receiving problems when compared to fundamental circuit
configurations based on solutions developed over fifty years ago.
Transceiver products using the current widely accepted radio technology
have inherent transmission and receiving limitations. These limitations
compromise the overall performance of the transceivers, use more power to drive
them, are more expensive to manufacture and must be larger in size (which also
means heavier) to function at levels similar to products using the D2D
technology. Wireless products employing
-4-
D2D technology, when compared to other products, have the ability to function at
farther distances, with increased connection reliability, may be manufactured
less expensively, and use less power to drive them.
In September and December 2003, we introduced our first D2D-based products,
which are a wireless local area networking card marketed under the trade name
Horizons,(TM) a wireless four-port router and a wireless universal serial bus
adaptor. We promote and sell our wireless consumer products on our website and
through an Internet based retailer. We are exploring additional channels of
commercial product distribution, but have not entered into any arrangements to
date. We also are marketing our designs and semiconductor products to product
manufacturers for integration into their products.
VIDEO DIVISION
The video division encompasses our automated live television production
systems, marketed under the tradename PVTV(TM), and automated video camera
control systems, marketed under the tradename CameraMan(R). ParkerVision
provides training, support and other services related to these products.
PVTV systems are marketed to broadcasters in the US and Canada and are
designed specifically to meet the needs of studio production markets. The PVTV
product line combines a professional television broadcast video production
system that integrates video, audio, teleprompter, machine control, character
generators and still stores and control functions. PVTV systems, at the election
of the customer, also may incorporate ParkerVision camera systems. With the PVTV
system, broadcasters are able to economize resources by maximizing their
production capabilities with many fewer employee operators.
The CameraMan systems permit non-professional video users to create
professional-quality video communications. We principally market the CameraMan
systems to educational and videoconferencing segments of the commercial market
and to the broadcast and professional video user.
PATENTS
We have approximately 46 issued patents and 132 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.
-5-
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.
PARKERVISION HAS A HISTORY OF LOSSES AND CAPITAL FUNDING WHICH MAY ULTIMATELY
COMPROMISE OUR ABILITY TO IMPLEMENT OUR BUSINESS PLAN AND CONTINUE IN
OPERATIONS.
ParkerVision has had losses in each year since its inception in 1989. For
the fiscal years 2001 and 2002 and for the nine months ended September 30, 2003,
our losses were approximately $16,600,000, $17,300,000 and $16,200,000,
respectively. We had an accumulated deficit of $89,888,723 at September 30,
2003. In our financial statements at December 31, 2002 and during 2003, we
indicated that the long-term financial condition of the company was dependent on
either generating revenues to off-set our operating expenses or raising
additional capital. Our recent operating losses have resulted from declining
revenues of our video products and insufficient sales of our wireless products
and technology. We also have continued our expenditures on research and
development of both video and wireless products and pursing patent protection
for our intellectual property. 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.
PARKERVISION MAY REQUIRE ADDITIONAL CAPITAL IN THE FUTURE WHICH IF IT CANNOT
RAISE WILL RESULT IN OUR NOT BEING ABLE TO IMPLEMENT OUR BUSINESS PLAN.
Because ParkerVision has had net losses and, to date, has not generated
positive cash flow from operations, it has funded its operating losses from the
sale of equity securities from time to time. The most recent sales were of
common stock sold in two private placements in March 2003 and November 2003 in
which it raised an aggregate of approximately $25,000,000. ParkerVision
anticipates that its business plan will continue to require significant
expenditures for research and development, patent protection, manufacturing,
marketing and general operations. ParkerVision's current capital resources are
expected to sustain operations for at least the next 12 months. Therefore,
unless we increase revenues to a level that they cover operating expenses or
reduce costs, we may require additional capital in the future 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 ParkerVision. The sale of equity
securities will result in dilution to the current stockholders' ownership.
ParkerVision does not have any plans or arrangements for additional financing at
this time.
MICROELECTRONIC HARDWARE AND SOFTWARE 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, ParkerVision must continually devote substantial
resources to developing and improving its technology and introducing new product
offerings and creating new products. For example, in fiscal year 2002 and for
the nine months ended September 30, 2003, we spent approximately $13,900,000 and
$11,600,000, respectively, on research and development, and in the coming year
we expect to spend a similar amount. These efforts and expenditures are
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.
-6-
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 ParkerVision's 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 ParkerVision's competitive and financial position will be
adversely affected. In addition, perception of ParkerVision's business prospects
will be impaired with an adverse impact on its 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.
The ParkerVision 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 its 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 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 prospects and financial condition will be adversely affected.
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.
ParkerVision has been awarded 46 patents and has approximately 132 patent
applications pending 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.
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.
ParkerVision must obtain approvals from the United States Federal
Communications Commission for the regulatory compliance of its products in the
United States. ParkerVision also may have to obtain approvals from equivalent
foreign government agencies where its products are sold internationally.
Currently, ParkerVision has 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 the ability of ParkerVision to market its
products and on the business prospects of ParkerVision.
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IF THE PVTV AND CAMERA SYSTEM PRODUCTS CANNOT COMPETE WITH OTHER PRODUCTS IN THE
MARKET PLACE, THERE WILL BE REDUCED SALES AND REVENUES AND A LOSS OF PRIOR
RESEARCH AND MARKETING INVESTMENT BY THE COMPANY.
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. 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.
IF PARKERVISION CANNOT DEMONSTRATE THAT ITS 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, ParkerVision now faces
competition from other chip suppliers such as Philips, Texas Instruments, Analog
Devices and Broadcom, and also in finished products suppliers such as Netgear,
Cisco, Proxim and D.Link. In respect of future product offerings, it is likely
that ParkerVision will face competition from entities such as Qualcom, Nokia,
Panasonic, Sony and Samsung. 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, SOME OF WHICH ARE SINGLE SOURCES, WHICH PUTS PARKERVISION AT RISK IF
THEY DO NOT FULFILL THE PARKERVISION REQUIREMENTS OR THEY INCREASE PRICES THAT
CANNOT BE PASSED ON.
Both the video and wireless divisions of ParkerVision obtain critical
components from various suppliers, including Leitch Incorporated, Snell &
Wilcox, Zydas, Texas Instruments, Panasonic and Television Equipment
Association. 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. To date,
ParkerVision has not experienced any significant problems with sources of
components that have affected its ability to fulfill its obligations in a timely
fashion. In addition, ParkerVision has neither ended or had terminated any
supply arrangements of critical components where an alternative has not been
readily available. Notwithstanding its past history of supplies and maintaining
inventory of some components, if ParkerVision is unable to obtain its components
from the current sources, its business would be disrupted, and it would have to
expend some of its resources to modify its products or find new suppliers and
work with them to develop appropriate components. Although ParkerVision has been
able to pass on price increases encountered to date, ParkerVision is at risk for
increases in prices imposed by 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.
-8-
IF OUR PVTV PRODUCTS ARE NOT PERCEIVED TO PROVIDE A BETTER BROADCAST OPERATING
ENVIRONMENT AND EFFECT SAVINGS TO JUSTIFY THE INVESTMENT OR EXHIBIT OPERATIONAL
PROBLEMS, PARKERVISION'S REVENUES WILL BE SIGNIFICANTLY AFFECTED.
The PVTV products of ParkerVision were introduced in 1998 and generated
revenues of approximately $10,700,000 for the twelve months ended December 31,
2002 and $4,600,000 for the nine months ended September 30, 2003. ParkerVision
also receives substantial revenues through support contracts on its PVTV
products. If the company is unable to sell the PVTV products to broadcasters
that seek a new way of operating or once in place the products do not meet the
requirements of customers, ParkerVision will lose product acceptance and market
share. The loss of its current 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 current and future revenues.
PARKERVISION BELIEVES THAT IT WILL RELY, IN LARGE PART, ON KEY BUSINESS
RELATIONSHIPS FOR THE SUCCESSFUL COMMERCIALIZATION OF ITS 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 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. From time to time, the company has
had discussions for OEM and other types of supply arrangements of its wireless
technology and products, but to date, no supply and similar agreements have been
concluded. This commercialization avenue is in addition to the direct marketing
that we are 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 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 ParkerVision and its ability to generate
revenues and recover development expenses.
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.
ParkerVision has established a foundry relationship with Texas Instruments
to manufacture the electronic chips that employ its proprietary designs to
supply its production needs and those of other potential end users. To date,
ParkerVision has entered into one foundry agreement with Texas Instruments, and
purchases its needs on a purchase order basis. 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 our
agreements to supply chips 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
-9-
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 WHOSE SERVICES, IF LOST, WOULD HAVE AN ADVERSE IMPACT ON THE LEADERSHIP
OF PARKERVISION AND INDUSTRY AND INVESTOR PERCEPTION ABOUT PARKERVISION'S
FUTURE.
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 might 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. Mr. Parker has an employment contract that expires
in September 2005. ParkerVision maintains key-employee life insurance for its
benefit on Mr. Parker.
IF PARKERVISION IS UNABLE TO ATTRACT THE HIGHLY SKILLED EMPLOYEES IT NEEDS 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
ITS PRODUCTS REQUIRE.
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 because persons will not obtain
the information or services expected in the markets and may prevent ParkerVision
successfully implementing its current business plans.
THE OUTSTANDING OPTIONS AND WARRANTS MAY AFFECT THE MARKET PRICE AND LIQUIDITY
OF THE COMMON STOCK.
At December 31, 2003, ParkerVision had 17,959,504 shares of common stock
outstanding and had issued options and warrants to purchase 7,565,727 shares of
common stock. There are 5,620,819 options and warrants currently exercisable,
and on each of December 31, 2004 and 2005, there will be 5,944,697 and
6,309,448, respectively, of the currently outstanding options and warrants
exercisable. All of the underlying common stock of these securities is or will
be registered for sale by ParkerVision 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 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.
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.
-10-
SELLING STOCKHOLDERS
The following table provides certain information about the selling
stockholders' beneficial ownership of our common stock at January 15, 2004. 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
---- -------- -------- ---------- ----- -----
Wellington Trust Company, National
Association Multiple Common
Trust Funds Trust, Emerging
Companies Portfolio (1) 140,000 * 140,000 -0- *
Wellington Trust Company, National
Association Multiple Collective
Investment Funds Trust, Emerging
Companies Portfolio (1) 120,000 * 120,000 -0- *
Wellington Management Portfolios
(Dublin) - Global Smaller
Companies Equity Portfolio (1) 4,500 * 4,500 -0- *
BayStar Capital II, LP (2) 454,714 2.5% 454,714 -0- *
SEI Institutional Investments
Trust, Small Cap Fund (1) (3) 106,600 * 91,000 -0- *
SEI Institutional Managed Trust,
Small Cap Growth Fund (1)(3) 128,500 * 112,500 -0- *
Seligman Global Fund Series, Inc.,
Seligman Global Smaller
Companies Fund (1)(4) 63,000 * 63,000 -0- *
Seligman Portfolios, Inc., Seligman
Global Smaller Companies
Portfolio (1)(4) 2,000 * 2,000 -0- *
Government of Singapore Investment
Company Pte, Ltd (1) 370,000 2.1% 370,000 -0- *
JB Were Global Small Companies
Pooled Fund (1)(5) 90,300 * 75,000 -0- *
Talvest Global Small Cap Fund (1)(6) 25,800 * 22,000 -0- *
TELUS Corporation Foreign Equity
Active Plan (1) 9,500 * 9,500 -0- *
New Zealand Funds Management
Limited (1) 17,000 * 17,000 -0- *
-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
---- -------- -------- ---------- ----- -----
British Columbia Investment
Management Corporation (1) 43,000 * 43,000 -0- *
Telstra Super Pty Ltd. (1) 22,000 * 22,000 -0- *
Oregon Investment Council (1) 242,000 1.3% 242,000 -0- *
The Dow Chemical Employees'
Retirement Plan (1) 85,000 * 85,000 -0- *
The Retirement Program Plan for
Employees of Union Carbide
Corporation (1) 72,000 * 72,000 -0- *
Howard Hughes Medical Institute (1) 87,000 * 87,000 -0- *
The Robert Wood Johnson Foundation (1) 95,000 * 95,000 -0- *
New York State Nurses Association
Pension Plan (1) 52,000 * 52,000 -0- *
Ohio Carpenters' Pension Fund (1) 30,000 * 30,000 -0- *
Laborers' District Council and
Contractors' of Ohio Pension
Fund (1) 24,000 * 24,000 -0- *
Australian Retirement Fund (1) 29,600 * 25,000 -0- *
Emergency Services Superannuation
Board (1) 21,100 * 18,000 -0- *
Retail Employees Superannuation
Trust (1) 27,000 * 27,000 -0- *
BC Telecom Pension Plan for
Management and Exempt Employees (1) 4,500 * 4,500 -0- *
David Cumming 3,000 * 3,000 53,400 *
--------------------------
* Less than 1.0%.
(1) 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.
Wellington Management has shared voting authority over 824,500 shares and
no voting authority over 1,028,500 shares listed as owned prior to the
offering.
(2) Steven Derby, the managing member of BayStar Capital Management, LLC, the
general partner of BayStar Capital II, LP, has the ability to vote and
dispose of the shares of common stock of the selling stockholder.
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(3) 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.
(4) The selling stockholder is an affiliate of Seligman Services, a registered
broker-dealer.
(5) 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.
(6) Talvest Global Small Cap Fund is affiliated with CIBC World Markets Corp.
and CIBC World Markets Inc., of which CIBC Wood Gundy, a registered
broker-dealer, is a division.
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. 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.
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;
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;
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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 within the meaning of Section 2 of the Securities Act. 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.
The selling stockholders have agreed with the company to comply with
applicable securities laws. Each of the selling shareholders and any securities
broker-dealer or others who may be deemed to be statutory underwriters will be
subject to the prospectus delivery requirements under the Securities Act. The
offer and sale by the selling stockholders may be a "distribution" under
Regulation M, in which case the selling stockholder, any "affiliated
purchasers", and any broker-dealer or other person who participates in such
distribution may be subject to Rule 102 of Regulation M until their
participation in that distribution is completed. Rule 102 makes it unlawful for
any person who is participating in a distribution to bid for or purchase stock
of the same class of securities that are the subject of the distribution. A
"distribution" is defined in Rule 102 as an offering of securities "that is
distinguished from ordinary trading transactions by the magnitude of the
offering and the presence of special selling efforts and selling methods". In
addition Rule 101 under Regulation M prohibits any "stabilizing bid" or
"stabilizing purchase" by a selling stockholder in connection with a
distribution for the purpose of pegging, fixing or stabilizing the price of the
common stock in connection with this offering.
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 sale
requirements of that rule, including a holding period of not less than one year
from the date of purchase.
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. 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.
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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 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........................................... 20,000.00
Accounting Fees and Expenses...................................... 10,000.00
Printing ........................................................ 500.00
Miscellaneous..................................................... 2,884.87
-----------
TOTAL........................................................ $ 35,000.00
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
Reference
from No. in
Number Description Document Document Filing Status
------ ----------- -------- -------- -------------
5.1 Opinion of Graubard Miller -- -- *
10.1 Form of Stock Purchase Agreement with each of -- -- *
the investors in the November 2003 private
placement who are the Selling Stockholders
10.2 Schedule of November 2003 Investors -- -- *
10.3 Foundry Agreement with Texas Instruments -- -- Filed herewith
23.1 Consent of PricewaterhouseCoopers LLP -- -- Filed herewith
23.2 Consent of Graubard Miller (included in -- -- *
Exhibit 5.1)
24.1 Power of Attorney (included on signature page -- -- *
of this Registration Statement)
-------------------------------
* Previously filed (original Registration Statement No. 333-110712)
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;
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(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to its registration statement (File Number:
333-110712) to be signed on its behalf by the undersigned, hereunto duly
authorized, in Jacksonville, Florida on February 9, 2004.
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: * Chief Executive Officer and February 9, 2004
----------------------- Chairman of the Board
Jeffrey L. Parker (Principal Executive Officer)
By: * President and Director February 9, 2004
-----------------------
William A. Hightower
By: * President, Video Business February 9, 2004
----------------------- Unit and Director
Todd Parker
By: * Chief Technical Officer and February 9, 2004
----------------------- Director
David F. Sorrells
By: * Secretary and Treasurer February 9, 2004
-----------------------
Stacie Wilf
By: * Chief Accounting Officer February 9, 2004
----------------------- (Principal Accounting
Cynthia L. Poehlman Officer)
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By: * Director February 9, 2004
-----------------------
Richard A. Kashnow
By: * Director February 9, 2004
-----------------------
William L. Sammons
By: * Director February 9, 2004
-----------------------
Papken S. Der Torossian
By: Director __________, 2004
-----------------------
Nam P. Suh
* By Power of Attorney dated November 24, 2003
/s/ Jeffrey L. Parker
---------------------
Jeffrey L. Parker, Attorney-in-Fact
February 9, 2004
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