UNITED STATES


 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


———————

SCHEDULE 13G

———————

Under the Securities Exchange Act of 1934

(Amendment No. 1)*


ParkerVision, Inc.

(Name of Issuer)


Common Stock, $0.01 par value per share

(Title of Class of Securities)


701354102

(CUSIP Number)



December 31, 2008

(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


 

 Rule 13d-1(b)

 

 

X

 Rule 13d-1(c)

 

 

 

 Rule 13d-1(d)


*

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 

 

 



 


CUSIP No. 701354102

13G

Page 2 of 9 Pages




1

 

 

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Knoll Capital Management, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

 

 

 

(b)

X

 

 

Joint Filer

3

 

 

SEC USE ONLY


4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION


Delaware

 

                              

NUMBER OF

5

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER


1,821,112

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER


0

WITH

 

 

8

SHARED DISPOSITIVE POWER


1,821,112

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,821,112

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

 

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


6.81%

12

 

 

TYPE OF REPORTING PERSON*


PN




 


CUSIP No. 701354102

13G

Page 3 of 9 Pages




1

 

 

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Fred Knoll

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

 

 

 

(b)

X

 

 

Joint Filer

3

 

 

SEC USE ONLY


4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION


USA

 

                              

NUMBER OF

5

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER


1,821,112

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER


0

WITH

 

 

8

SHARED DISPOSITIVE POWER


1,821,112

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,821,112

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

 

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


6.81%

12

 

 

TYPE OF REPORTING PERSON*


IN





 


CUSIP No. 701354102

13G

Page 4 of 9 Pages






1

 

 

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Europa International, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

 

 

 

(b)

X

 

 

Joint Filer

3

 

 

SEC USE ONLY


4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION


British Virgin Islands

 

                              

NUMBER OF

5

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER


1,445,517

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER


0

WITH

 

 

8

SHARED DISPOSITIVE POWER


1,445,517

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,445,517

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

 

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


5.41%

12

 

 

TYPE OF REPORTING PERSON*


CO



 


CUSIP No. 701354102

13G

Page 5 of 9 Pages





Item 1(a).

Name of Issuer


ParkerVision, Inc. (the “Issuer”)


Item 1(b).

Address of Issuer’s Principal Executive Offices


7915 Baymeadows Way

Suite 400

Jacksonville, Florida  32256


Item 2(a).

Name of Person Filing


Europa International, Inc. (“Europa”)

Knoll Capital Management LP (“KCMLP”)

Fred Knoll (“Knoll”)


Item 2(b)

Address of Principal Business Office or, if None, Residence


The principal business address for each of KCMLP, Knoll and Europa is 666 Fifth Avenue, Suite 3702, New York, New York  10103.


Item 2(c)

Citizenship


KCMLP is a limited partnership formed and existing under the laws of the State of Delaware.

Knoll is a citizen of the United States.

Europa is a company organized under the laws of the British Virgin Islands.


Item 2(d)

Title of Class of Securities


This statement on Schedule 13G is being filed with respect to Common Stock, $0.01 par value per share (the “Common Stock”) of the Issuer.


Item 2(e)

CUSIP Number


701354102



 


CUSIP No. 701354102

13G

Page 6 of 9 Pages





Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:     Not applicable.


(a) 

 

 Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

 

 

(b) 

 

 Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

 

 

(c) 

 

 Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

 

 

(d) 

 

 Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 

 

 

(e) 

 

 An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

 

(f) 

 

 An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

 

(g) 

 

 A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

 

 

(h) 

 

 A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

(i) 

 

 A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

 

 

(j) 

 

 A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J);

 

 

 

(k)

 

 Group, in accordance with §240.13d-1(b)(1)(ii)(K).


If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________.



Item 4.

Ownership.


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


(a)

Amount beneficially owned:


As of the date of this filing:


Europa beneficially owns 1,445,517 shares of the Issuer’s Comon Stock consisting of (i) 1,428,850 shares of the Issuer’s Common Stock; and (ii) immediately exercisable warrants to purchase 16,667 shares of the Issuer’s Common Stock.


Each of KCMLP and Knoll beneficially own 1,821,112 shares of the Issuer’s Common Stock consisting of (i)1,428,850 shares of the Issuer’s Common Stock owned by Europa; (ii) immediately exercisable warrants owned by Europa to purchase 16,667 shares of the Issuer’s Common Stock; (iii) 358,928 shares of the Issuer’s Common Stock owned by Knoll Special Opportunities Fund II Master Fund, Ltd. (the “Knoll Fund”); and (iv) immediately exercisable warrants owned by the Knoll Fund to purchase 16,667 shares of the Issuer’s Common Stock. KCMLP is the investment manager of Europa and a manager of KOM Capital Management, LLC, the investment manager of the Knoll Fund. Knoll is the President of KCMLP.



 


CUSIP No. 701354102

13G

Page 7 of 9 Pages




(b)

Percent of class:


As of the date of this filing (taking into consideration that 26,716,080 shares of the Issuer’s Common Stock are issued and outstanding as reported in the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 5, 2009):


The 1,445,517 shares of the Issuer’s Common Stock beneficially owned by Europa constitute 5.41% of the shares of the Issuer’s Common Stock outstanding.


The 1,821,112 shares of the Issuer’s Common Stock beneficially owned by each of KCMLP and Knoll constitute 6.81% of the shares of the Issuer’s Common Stock outstanding.


(c)

Number of shares as to which the person has:


(i)

Sole power to vote or to direct the vote:  0


(ii)

Shared power to vote or to direct the vote:


KCMLP and Knoll share the power to vote or direct the vote of those shares of Common Stock owned by Europa and the Knoll Fund.


(iii)

Sole power to dispose or to direct the disposition of: 0


(iv)

Shared power to dispose or to direct the disposition of:


KCMLP and Knoll share the power to dispose of or direct the disposition of those shares of Common Stock owned by Europa and the Knoll Fund.


Item 5.

Ownership of Five Percent or Less of a Class.


If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [   ].


Item 6.

Ownership of More than Five Percent on Behalf of Another Person.


As set forth in Item 4(a), the shares of Common Stock covered by this Schedule 13G are owned by persons other than KCMLP and Knoll, none of whom holds five percent or more of the securities reported herein.


Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.


Not Applicable


Item 8.

Identification and Classification of Members of the Group.


Not Applicable


Item 9.

Notice of Dissolution of Group.


Not Applicable



 


CUSIP No. 701354102

13G

Page 8 of 9 Pages





Item 10.

Certification


(a)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.



SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: February 10, 2009

 

EUROPA INTERNATIONAL, INC.

 

 

By:

Knoll Capital Management, LP


 

 

By:

/s/ FRED KNOLL

 

 

Name:

Fred Knoll

 

 

Title:

President


Dated: February 10, 2009

 

KNOLL CAPITAL MANAGEMENT, LP

 

 

 

 

 

 

By:

/s/ FRED KNOLL

 

 

Name:

Fred Knoll

 

 

Title:

President


 

 

 

 

 

 

 

Dated: February 10, 2009

 

By:

/s/ FRED KNOLL

 

 

 

Fred Knoll

 

 

 

 






 




JOINT FILING AGREEMENT



The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.



Dated: February 10, 2009

 

EUROPA INTERNATIONAL, INC.

 

 

By:

Knoll Capital Management, LP


 

 

By:

/s/ FRED KNOLL

 

 

Name:

Fred Knoll

 

 

Title:

President


Dated: February 10, 2009

 

KNOLL CAPITAL MANAGEMENT, LP

 

 

 

 

 

 

By:

/s/ FRED KNOLL

 

 

Name:

Fred Knoll

 

 

Title:

President



 

 

 

 

 

 

 

Dated: February 10, 2009

 

By:

/s/ FRED KNOLL

 

 

 

Fred Knoll