SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS TO BE FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(Amendment No. 2)*
PARKERVISION, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
701354102
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(CUSIP Number)
Stacie Wilf
ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
Telephone: (904) 737-1367
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
February 25, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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 that would alter disclosures
provided in a prior cover page.
The information required on 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 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).
SCHEDULE 13D
CUSIP NO. 701354102 PAGE 2 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
S-PARKER WILF FAMILY LIMITED PARTNERSHIP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A - SEE ITEM 3
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEBRASKA
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7 SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 905,811 SHARES
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
905,811 SHARES
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,811
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|-|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.04%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 701354102 PAGE 3 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
S-PARKERWILFCO., INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A - SEE ITEM 3
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEBRASKA
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7 SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 905,811 SHARES
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
905,811 SHARES
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,811 SHARES
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|-|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.04%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Imanage.1
SCHEDULE 13D
CUSIP NO. 701354102 PAGE 4 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
STACIE WILF
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A - SEE ITEM 3
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
127,605 SHARES
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 905,811 SHARES
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 127,605 SHARES
PERSON ----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
905,811 SHARES
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,033,416 SHARES
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.73%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 701354102 PAGE 5 OF 8 PAGES
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This Amendment No. 2 to Schedule 13D ("Amendment No. 1") amends the
Schedule 13D filed by S-ParkerWilf Family Limited Partnership ("S-PFLP"),
S-ParkerWilfCo., Inc. ("S-General Partner") and Stacie Wilf("Wilf" and, together
with S-PFLP and S-General Partner, collectively referred to as the "Reporting
Persons") with respect to ownership of the common stock of ParkerVision, Inc.
The percentage of beneficial ownership reflected in this Amendment No.
2 is based upon 17,959,504 shares of Common Stock outstanding as of February 25,
2004.
ITEM 1. SECURITIES AND ISSUER
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share ("Common Stock"), of ParkerVision, Inc.
("Issuer"), a Florida corporation, whose principal executive offices are located
at 8493 Baymeadows Way, Jacksonville, Florida 32256.
ITEM 2. IDENTITY AND BACKGROUND
S-PFLP's business address is located at 409 S. 17th Street, Omaha,
Nebraska 68102. S-PFLP is a limited partnership organized and existing under the
laws of Nebraska. The principal business of S-PFLP is to hold certain shares of
the Issuer's Common Stock owned by Wilf.
S-General Partner's business address is located at 409 S. 17th Street,
Omaha, Nebraska 68102. S-General Partner is a corporation organized and existing
under the laws of Nebraska. The principal business of S-General Partner is to
act as the sole general partner of S-PFLP. S-General Partner owns 1% of S-PFLP
and was formed, and is 100% owned, by Wilf. Wilf is the President and sole
Director of S-General Partner.
Wilf's business address is located at 8493 Baymeadows Way,
Jacksonville, Florida 32256. Wilf is a director and officer of the Issuer. The
Issuer is engaged in the design, manufacture and distribution of automated video
camera control systems and D2D wireless technology. Wilf is a citizen of the
United States.
None of the Reporting Persons have been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
None of the Reporting Persons have been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction resulting in any
judgment, decree or final order enjoining them from engaging in future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws during
the last five years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable
ITEM 4. PURPOSE OF TRANSACTIONS
On February 25, 2004, S-PFLP and Wilf entered into a voting agreement
in connection with the execution of an asset purchase agreement entered into by
the Company with Thomson Broadcast & Media Solutions, Inc., and Thomson
Licensing, S.A. for the sale of the assets of the video business. Under the
terms of the voting agreement, the signatories have agreed to vote in favor of
the sale of the business and approve the transaction upon submission to the
stockholders of the Company. The voting agreement terminates upon termination of
the asset purchase agreement.
Imanage.1
CUSIP NO. 701354102 PAGE 6 OF 8 PAGES
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Other members of the Parker family and their affiliates and one other
director of the Company have also signed the voting agreement, who together with
the Reporting Persons own approximately 27% of the issued and outstanding shares
of common stock of the Company.
Except as discussed above, none of the Reporting Persons have any plans
or proposals to effect an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries,
cause a sale or transfer of a material amount of the assets of the Issuer or any
of its subsidiaries, cause any material change in the present capitalization or
dividend policy of the Issuer, cause any other material change in the Issuer's
business or corporate structure, cause any changes in the Issuer's charter or
bylaws or other actions that may impede the acquisition of control of the Issuer
by any person, cause a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities association,
cause a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, or take any other action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
S-PFLP is the beneficial owner of 905,811 shares of Common Stock of the
Issuer. S-PFLP has shared voting and dispositive power over these shares as
described below. S-PFLP beneficially owns 5.04% of the Issuer's Common Stock.
S-General Partner is the beneficial owner of 905,811 shares of Common
Stock of the Issuer. S- General Partner, in its capacity of being the sole
general partner of S-PFLP, controls S-PFLP. Accordingly, S-General Partner is
the beneficially owner of the shares held by S-PFLP. S-General Partner has
shared voting and dispositive power over the shares held by S-PFLP. S-General
Partner beneficially owns 5.04% of the Issuer's Common Stock.
Wilf is the beneficial owner of 1,033,416 shares of Common Stock of the
Issuer. This amount represents (i) 905,811 shares of the Issuer's Common Stock
held by S-PFLP, (ii) 29,505 shares of the Issuer's Common Stock owned of record
by Wilf, (iii) 10,600 shares of the Issuer's Common Stock held directly by
Wilf's children, over which Wilf disclaims ownership, and (iv) 87,500 shares of
the Issuer's Common Stock issuable upon immediately exercisable options held by
Wilf. Wilf, as owning 98.89% of the limited partnership interests of S-PFLP and
100% of S-General Partner and being the President and sole Director of S-General
Partner, controls S-General Partner and S-PFLP. Accordingly, Wilf is deemed to
be the beneficial owner of the shares held by S-PFLP and S-General Partner. As a
result of Wilf's control of S-General Partner and S-PFLP, Wilf ultimately has
sole voting and dispositive power over the shares held by S-PFLP, although it is
nominally shared with S-PFLP
CUSIP NO. 701354102 PAGE 7 OF 8 PAGES
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as the record owner of the shares, and with S-General Partner which, as sole
general partner, controls S-PFLP. Parker beneficially owns 5.73% of the Issuer's
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER
Wilf has entered into stock option agreements to reflect the stock
option grants described herein. On March 26, 2003, Wilf entered into the stock
purchase agreement to purchase 49,505 shares of common stock. On February 25,
2004, S-PFLP and Wilf entered into the voting agreement described herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Amended Joint Filing Agreement*
2. Voting agreement dated February 25, 2004. (Incorporated by
reference from the Form 8-K filed by ParkerVision in reference
to an event dated of February 25, 2004.)
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* Previously filed with the Schedule 13D.
CUSIP NO. 701354102 PAGE 8 OF 8 PAGES
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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: March 5, 2004
S-ParkerWilf Family Limited Partnership
By: S-ParkerWilfCo., Inc., General Partner
By: /s/ Stacie Wilf
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Name: Stacie Wilf
Title: President
S-ParkerCo., Inc. General Partner
By: /s/ Stacie Wilf
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Name: Stacie Wilf
Title: President
/s/ Stacie Wilf
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Stacie Wilf