As filed with the Securities and Exchange Commission on March 9, 2006
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, Chief Executive Officer
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
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Common Stock, par value $.01 2,373,335 $8.94(1) $21,217,614.90(1) $2,270.29
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Common Stock, par value $.01 issuable
upon exercise of Redeemable Common Stock 593,335 $8.50(2) $5,043,348 (2) $539.64
Purchase Warrants
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Total Fee Paid........................................................................ $2,809.93
======================================================================================================================
(1) Based upon the market price of the Common Stock, as reported by the Nasdaq
Stock Market on March 6, 2006, 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.
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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 March 9, 2006
Subject to Completion
PROSPECTUS
PARKERVISION, INC.
2,966,670 Shares of Common Stock
This prospectus covers up to 2,966,670 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 9. Of that amount, 2,373,335
shares of common stock were issued in a private placement of shares of common
stock and redeemable common stock purchase warrants concluded on February 3,
2006, and 593,335 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 March 6, 2006, the last reported sale price of our common stock
was $8.94.
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 March , 2006
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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...............................................................5
RISK FACTORS...................................................................6
USE OF PROCEEDS................................................................9
SELLING STOCKHOLDERS..........................................................10
PLAN OF DISTRIBUTION..........................................................13
LEGAL MATTERS.................................................................15
EXPERTS.......................................................................15
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................15
---------------------------------------------
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BUSINESS SUMMARY
General
ParkerVision, Inc., referred to in this prospectus as ParkerVision, we or
us, designs, develops and markets wireless semiconductors based on its
proprietary wireless radio frequency ("RF") technology, called Energy Signal
Processing(TM), or ESP(TM).
Late in 2003, we began manufacturing and selling branded wireless
networking products through retail and internet retail distribution channels.
All of our revenues from continuing operations to date have been generated from
these branded wireless networking products that incorporate our proprietary
technology. In June 2005, we exited our manufacturing and retail sales
activities in pursuit of our longer-term business strategy of establishing
relationships with original equipment manufacturers ("OEMs") for the
incorporation of our technology into products manufactured by others.
ParkerVision plans to sell integrated circuits ("ICs") as well as license
implementations of its technology with an immediate market focus on top tier
OEMs who manufacture third generation (3G) mobile handsets. We believe our
proprietary wireless technologies embody significant industry advances that can
be commercialized in both the near and longer term.
Prior to May 2004, ParkerVision also operated a video division using
proprietary products. That division was sold in May 2004 to focus on
commercialization of its RF technology and the wireless product opportunities.
To date, our wireless operations have not generated any significant
revenue. The ability for wireless revenues to offset costs is subject to our
ability to successfully market our technology for integration into widely
deployed products that are manufactured by others. ParkerVision believes its ESP
technology has substantial advantage over competing technologies, especially in
the emerging 3G mobile handset market where the ParkerVision technology
processes the RF waveform in a more optimal manner thereby allowing OEMs to
create handsets that have extended battery life, more easily incorporate
multiple air interface standards and frequencies in smaller form factors, and
reduce manufacturing costs. The ParkerVision technology provides such attractive
benefits, in part, because its unique integrated circuit architecture enables
efficient digital circuit processing, eliminating many of the limitations of
legacy analog processing. Longer term, we believe the ParkerVision technology
will also prove to be attractive to the wireless carriers as it can
significantly increase capacity, coverage and data throughput of their networks.
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.
Sale of Common Stock and Redeemable Stock Purchase Warrants and Related
Accounting Treatment
On February 3, 2006, we completed the sale of 2,373,335 shares of common
stock and 593,335 redeemable common stock purchase warrants for net proceeds of
approximately $16,300,000. The offering was made to a limited number of
institutional and other investors. The warrants are immediately exercisable and
expire on February 3, 2011.
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Patents
We have obtained 26 United States patents and 46 foreign patents related
to its ESP technologies and have 97 patent applications pending in the United
States and other countries. ParkerVision estimates the economic life of its
patents to be fifteen to twenty years. 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 December 31, 2005, was $133.6 million.
The net loss for 2005 was $23.1 million. To date, our technologies and products
have not produced revenues sufficient to cover operating, research and
development and overhead costs. We also will continue to make expenditures on
marketing, research and development, pursuit of patent protection for our
intellectual property and operational costs for fulfillment of any contracts
that we achieve for the sale of our products or technologies. 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 or 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.
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, 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 through the first half of 2007, if not longer. 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 of 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.
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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. For example, in fiscal year 2004 and 2005, we spent approximately
$11.4 and $10.3 million, respectively, 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 existing or 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.
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 are 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 cannot demonstrate that our technologies and products can compete in
the marketplace and are better than current competitive solutions, then we will
not be able to generate the sales we need to continue our business and our
prospects will be impaired.
We expect to face competition from chip suppliers such as RF MicroDevices,
Anadigics, Skyworks, Texas Instruments and Philips, 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. If our
technologies and products are not established in the market place as
improvements over current, traditional chip solutions in wireless
communications, our business prospects and financial condition will be adversely
affected.
We anticipate selling chips and certain other components to OEMs for which
there may only be a limited number of qualified foundries; therefore if we
cannot secure a foundry relationship for the time and quantity needed, we will
not be able to supply our customers and generate revenues.
We anticipate that our future revenues will come from products that we
manufacture using the facilities of third party foundries. We believe there are
several such producers available for the production of our products. If,
however, the foundry with which we are working is not able to devote the
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manufacturing space and time or is not able to carry our production for us, we
will have to locate another qualified foundry. Locating and changing foundries
may take unexpected amounts of time and likely will cause delays and additional
expenses. An unsuccessful business relationship with a foundry or a change in
foundries also likely will result in our being unable to temporarily supply
customers which might jeopardize the relationship, result in penalties and cause
a loss of revenues.
We believe that we will rely, in large part, on key business and sales
relationships for the successful commercialization of our products, 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 products, as part
of our business strategy, we will attempt to enter into a variety of business
relationships with other companies which will incorporate our components into
their products and/or market products based on our technologies. Our successful
commercialization of our products will depend in part on our ability to meet
obligations under contracts with respect to the products and related development
requirements. The failure of the business relationships will limit the
commercialization of our products which will have an adverse impact on our
business development and our ability to generate revenues and recover
development expenses.
We have limited experience interfacing with third party foundry partners
for high volume production of chips to be sold to the OEM market which may
result in production inadequacies, delays and rejection.
We have limited experience interfacing with third party foundry partners
for the high volume production of chips for the OEM market. If there are
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 loss of
acceptance of our products, or result in excessive returns and possible warranty
claims. These may result in loss of commercialization opportunities as well as
adversely affect revenues and cause additional, unanticipated expenses.
We are highly dependent on Mr. Jeffrey 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 our business plan. If Mr. Parker were no longer available to the
company, investors may experience an adverse impact on their investment. We do
not currently have an employment agreement with Mr. Parker. We maintain
key-employee life insurance for our benefit on Mr. Parker.
If we are unable to attract highly skilled employees we will not be able
to execute our 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, operations, 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.
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The outstanding options and warrants may affect the market price and
liquidity of the common stock.
At December 31, 2005, we had 20,958,765 shares of common stock outstanding
and had 6,340,674 exercisable options and warrants for the purchase of shares of
common stock, assuming no terminations or forfeitures of such options and
warrants. In addition, on February 3, 2006, we issued warrants for the purchase
of 593,335 shares of common stock in connection with the sale of equity
securities. On December 31, 2006 and 2007, there will be 7,269,791 and
7,454,539, respectively, currently outstanding and exercisable options and
warrants (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.
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.
We have a shareholder protection rights plan that may delay or discourage
someone from making an offer to purchase the company without prior consultation
with the board of directors and management which may conflict with the interests
of some of the stockholders.
On November 17, 2005, the board of directors adopted a shareholder
protection rights plan which called for the issuance on November 29, 2005 as a
dividend rights to acquire fractional shares of preferred stock. The rights are
attached to the shares of common stock and transfer with them. In the future the
rights may become exchangeable for shares of preferred stock with various
provisions that may discourage a takeover bid. Additionally, the rights have
what are known as "flip-in" and "flip-over" provisions that could make any
acquisition of the company more costly. The principal objective of the plan is
to cause someone interested in acquiring the company to negotiate with the board
of directors rather than launch an unsolicited bid. This plan may limit, prevent
or discourage a takeover offer that some stockholders may find more advantageous
than a negotiated transaction. A negotiated transaction may not be in the best
interests of the stockholders.
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 $5,043,348 in gross proceeds.
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SELLING STOCKHOLDERS
The following table provides certain information about the selling
stockholders' beneficial ownership of our common stock at March 6, 2006. 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
---- --------- -------- ----------- ----- -----
Heartland Value Fund (1) 1,875,000 7.9% 1,875,000 -0- -0-
Southwell Partners, L.P. (2) 181,168 0.8% 166,668 14,500 *
Hilltop Holding Company L.P. (3) 166,666 0.7% 166,666 -0- -0-
Nite Capital LP (4) 83,334 0.4% 83,334 -0- -0-
D.B. Zwirn Special Opportunity Fund, Ltd.
(5) 49,168 0.2% 49,168 -0- -0-
D.B. Zwirn Special Opportunities Fund, L.P.
(6) 27,500 0.1% 27,500 -0- -0-
D.B. Zwirn Special Opportunities Fund (TE),
L.P. (7) 6,666 * 6,666 -0- -0-
Knoll Capital Fund II Master Fund (8) 324,934 1.4% 83,334 241,600 1.0%
Europa International, Inc. (8) 83,334 0.4% 83,334 -0- -0-
Goldman Sachs Asset Management, L.P. (9)(10) 250,000 1.1% 100,000 150,000 0.6%
Goldman Sachs GMS Small Cap Advisers 2
(9)(10) 8,125 * 8,125 -0- -0-
J B Were Global Small Companies Pooled Fund
(9)(10) 292,050 1.3% 96,250 195,800 0.8%
J B Were Global Small Companies Fund (9)(10) 31,475 0.1% 21,250 10,225 *
Optimix Investment Management Limited (9) 34,375 0.1% 10,625 23,750 0.1%
SEI U.S. Small Companies Fund (9)(11) 27,500 0.1% 12,500 15,000 *
SEI Institutional Investments Trust, Small
Cap Fund (9)(11) 215,250 0.9% 41,250 174,000 0.7%
SEI Institutional Investments Trust,
Small/Mid Cap Fund (9)(11) 127,850 0.5% 72,500 55,350 0.2%
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After Offering
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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
---- --------- -------- ----------- ----- -----
Pension Plan for Management and 25,150 0.1% 4,375 20,775 *
Professional Employees of TELUS Corp -
Alpha (9)
Pension Plan for Management and 12,175 * 2,500 9,675 *
Professional Employees of TELUS Corp. -
Beta (9)
Australian Retirement Fund (9) 65,600 0.3% 22,500 43,100 0.2%
Talvest Small Cap. Cdn. Equity Fund (9) 11,875 * 11,875 -0- -0-
Wellington Management Portfolios (Dublin) - 55,025 0.2% 10,000 45,025 0.2%
Global Smaller Companies Equity
Portfolio (9)
Telstra Super Pty Ltd. (9) 58,550 0.2% 11,250 47,300 0.2%
--------------------------
+ Includes shares underlying immediately exercisable warrants issued to
selling stockholders in the February 3, 2006 private placement which have
been registered for re-offer and re-sale.
* Less than 1.0%.
(1) Heartland Advisors, Inc. is the investment advisor for Heartland Value
Fund.
(2) Mr. Wilson Jaeggli, the managing director of Southwell Partners, L.P., has
the ability to vote and dispose of the shares of common stock of the
selling shareholder.
(3) Mr. Jack Silver, the general partner of Hilltop Holding Company L.P., has
the ability to vote and dispose of the shares of common stock of the
selling shareholder.
(4) Mr. Kenneth Goodman, the manager of the general partner of Nite Capital
LP, has the ability to vote and dispose of the shares of common stock of
the selling shareholder.
(5) D.B. Zwirn & Co., L.P. is the trading manager of D.B. Zwirn Special
Opportunities Fund, Ltd. and consequently has voting control and
investment discretion over the securities held by D.B. Zwirn Special
Opportunities Fund, Ltd. Daniel B. Zwirn is the managing member of and
thereby controls Zwirn Holdings, LLC, which in turn is the managing member
of and thereby controls DBZ GP, LLC, which in turn is the general partner
of and thereby controls D.B. Zwirn & Co., L.P.
(6) D.B. Zwirn & Co., L.P. is the trading manager of D.B. Zwirn Special
Opportunities Fund, L.P. and consequently has voting control and
investment discretion over the securities held by D.B. Zwirn Special
Opportunities Fund, L.P. Daniel B. Zwirn is the managing member of and
thereby controls Zwirn Holdings, LLC, which in turn is the managing member
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of and thereby controls DBZ GP, LLC, which in turn is the general partner
of and thereby controls D.B. Zwirn & Co., L.P.
(7) D.B. Zwirn & Co., L.P. is the trading manager of D.B. Zwirn Special
Opportunities Fund (TE), L.P. and consequently has voting control and
investment discretion over the securities held by D.B. Zwirn Special
Opportunities Fund (TE), L.P. Daniel B. Zwirn is the managing member of
and thereby controls Zwirn Holdings, LLC, which in turn is the managing
member of and thereby controls DBZ GP, LLC, which in turn is the general
partner of and thereby controls D.B. Zwirn & Co., L.P.
(8) Mr. Fred Knoll is an officer of Knoll Capital Management which is a
principal of KOM Capital Management, which is the investment manager of
Knoll Capital Fund II and Europa International, Inc. and consequently he
is deemed to have the ability to vote and dispose of the shares of common
stock of the selling shareholders.
(9) The selling stockholder is an advisory client of Wellington Management
Company, LLP ("Wellington Management"). Wellington Management 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 1,453,175 shares and no voting authority
over 1,971,775 shares.
(10) 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.
(11) 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.
On February 3, 2006, ParkerVision consummated the sale of an aggregate of
2,373,335 shares of common stock and 593,335 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 approximately $17,800,000. We paid
approximately $1,500,000 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
February 3, 2011, at an exercise price of $8.50 per share. They may be redeemed
at a redemption price of $.01 per share commencing February 3, 2008 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
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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 May 4, 2006, or June 3, 2006 if the
registration statement is reviewed by the staff of the SEC, 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;
- 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;
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- 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.
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
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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.
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, 2005 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
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public reference room at 100 F. Street, N.E., 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,
2005; o Current Report on Form 8-K dated February 7, 2006;
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; and
o Form 8-A filed on November 22, 2005, 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...................................$ 2,809.93
Legal Fees and Expenses........................................... 25,000.00
Accounting Fees and Expenses...................................... 10,000.00
Printing ........................................................ 500.00
Miscellaneous..................................................... 1,690.07
-----------
TOTAL...................................................$ 40,000.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The laws of the Florida permit the indemnification of directors,
employees, officers and agents of Florida corporations. Our articles of
incorporation and bylaws provide that we shall indemnify to the fullest extent
permitted by Florida law any person whom we indemnify under that law.
The provisions of Florida law that authorize indemnification do not
eliminate the duty of care of a director. In appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available. In addition, each director will continue to be subject to
liability for (a) violations of criminal laws, unless the director has
reasonable cause to believe that his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful, (b) deriving an improper personal
benefit from a transaction, (c) voting for or assenting to an unlawful
distribution and (d) willful misconduct or conscious disregard for our best
interests in a proceeding by or in our right to procure a judgment in its favor
or in a proceeding by or in the right of a stockholder. The statute does not
affect a director's responsibilities under any other law, such as the federal
securities laws.
We have entered into indemnification and reimbursement agreements with
each of our directors.
The effect of the foregoing is to require us to indemnify our officers and
directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he or she
reasonably believed to be in or not contrary to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
We have directors and officers insurance which includes insurance for
claims against these persons brought under securities laws.
To the extent that we indemnify our management for liabilities arising
under securities laws, we have been informed by the SEC that this
indemnification is against public policy and is therefore unenforceable.
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ITEM 16. EXHIBITS
Incorporated by
Exhibit Reference from
Number Description Document Filing Status
----- ----------- -------- -------------
5.1 Opinion of Graubard Miller -- Filed herewith
10.1 Form of Stock and Warrant Purchase Agreement (1) Incorporated herewith
with each of the investors in the February 2006
private placement who are the Selling
Stockholders
10.2 Form of 2006 Redeemable Common Stock Purchase (2) Incorporated herewith
Warrant
10.3 Schedule of February 2006 Investors (3) Incorporated herewith
23.1 Consent of PricewaterhouseCoopers LLP -- Filed herewith
23.2 Consent of Graubard Miller (included in Exhibit -- Filed herewith
5.1)
24.1 Power of Attorney (included on signature page -- Filed herewith
of this Registration Statement)
-------------------------------
(1) Incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K,
dated February 3, 2005, filed February 7, 2006.
(2) Incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K,
dated February 3, 2006, filed February 7, 2006.
(3) Incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K,
dated February 3, 2006, filed February 7, 2006.
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
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forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, That
A. 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 registration statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in Jacksonville, Florida on March 9,
2006.
PARKERVISION, INC
(Registrant)
By: /s/ Jeffrey L. Parker
--------------------------------
Name: Jeffrey L. Parker
Title: Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Jeffrey L. Parker, Todd Parker and David F. Sorrells,
and each of them, with full power to act without the other, such person's true
and lawful attorneys-in-fact and agents, with full power of substitution and
re-substitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement, any and all amendments thereto
(including post-effective amendments), any subsequent Registration Statements
pursuant to Rule 462 of the Securities Act of 1933, as amended, and any
amendments thereto and to file the same, with exhibits and schedules thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
By: /s/Jeffrey L. Parker Chief Executive Officer and Chairman of March 9, 2006
-----------------------
Jeffrey L. Parker the Board (Principal Executive Officer)
By: /s/Cynthia L. Poehlman Chief Financial Officer (Principal March 9, 2006
-----------------------
Cynthia L. Poehlman Accounting Officer)
By: /s/Todd Parker Vice President and Director March 9, 2006
-----------------------
Todd Parker
By: /s/David F. Sorrells Chief Technical Officer and Director March 9, 2006
-----------------------
David F. Sorrells
By: /s/Stacie Wilf Secretary and Treasurer March 9, 2006
-----------------------
Stacie Wilf
By: /s/William A. Hightower Director March 9, 2006
-----------------------
William A. Hightower
By: /s/Richard A. Kashnow Director March 9, 2006
-----------------------
Richard A. Kashnow
By: /s/John Metcalf Director March 9, 2006
-----------------------
John Metcalf
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Signatures Title Date
---------- ----- ----
By: /s/William L. Sammons Director March 9, 2006
-----------------------
William L. Sammons
By: /s/Nam P. Suh Director March 9, 2006
-----------------------
Nam P. Suh
By: /s/Papken S. der Torossian Director March 9, 2006
--------------------------
Papken S. der Torossian
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