SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement |_| Confidential, for use of the
Commission only (as permitted
by Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PARKERVISION, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate amount of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:1
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
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|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
PARKERVISION, INC.
8493 BAYMEADOWS WAY
JACKSONVILLE, FLORIDA 32256
___________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 26, 2003
___________
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
ParkerVision, Inc. will be held at the Marriott Hotel, 1501 International
Parkway, Lake Mary, Florida on Thursday, June 26, 2003 at 9:00 a.m. local time,
for the following purposes:
1. To elect seven directors to hold office until the annual meeting of
shareholders in 2004 and until their respective successors have been
duly elected and qualified; and
2. To transact such other business as may properly come before the
meeting, and any adjournment(s) thereof.
The transfer books will not be closed for the annual meeting. Only
shareholders of record at the close of business on April 28, 2003 will be
entitled to notice of, and to vote at, the meeting and any adjournments thereof.
YOU ARE URGED TO READ THE ATTACHED PROXY STATEMENT, WHICH CONTAINS
INFORMATION RELEVANT TO THE ACTIONS TO BE TAKEN AT THE MEETING. IN ORDER TO
ASSURE THE PRESENCE OF A QUORUM, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY CARD AND MAIL IT PROMPTLY
IN THE ENCLOSED ADDRESSED, POSTAGE PREPAID ENVELOPE. YOU MAY REVOKE YOUR PROXY
IF YOU SO DESIRE AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
May 1, 2003
PARKERVISION, INC.
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement and the enclosed form of proxy are being furnished in
connection with the solicitation of proxies by our board of directors to be used
at the annual meeting of shareholders to be held at 9:00 a.m. local time, on
Thursday, June 26, 2003 and any adjournments. The annual meeting will be held at
the Marriott Hotel, 1501 International Parkway, Lake Mary, Florida. The matters
to be considered at the meeting are set forth in the attached Notice of Meeting.
Our executive offices are located at 8493 Baymeadows Way, Jacksonville,
Florida 32256. This proxy statement and the enclosed form of proxy are first
being sent to shareholders on or about May 1, 2003.
RECORD DATE; VOTING SECURITIES
Our board of directors has fixed the close of business on April 28, 2003 as
the record date for determination of shareholders entitled to notice of, and to
vote at, the annual meeting. As of April 28, 2003, we had issued and outstanding
15,245,282 shares of common stock, par value $.01 per share, our only class of
voting securities outstanding. Each of our shareholders is entitled to one vote
for each share of common stock registered in his or her name on the record date.
SOLICITATION, VOTING AND REVOCATION OF PROXIES
Proxies in the form enclosed are solicited by and on behalf of our board of
directors. The persons named in the proxy have been designated as proxies by our
board of directors. Any proxy given pursuant to this solicitation and received
in time for the meeting will be voted as specified in the returned proxy. If no
instructions are given, proxies returned by shareholders will be voted "FOR" the
election of the nominees as our directors listed below under the caption
"Proposal I: Election of Directors" and as the proxies named in the proxy
determine in their discretion with respect to any other matters properly brought
before the meeting. Any proxy may be revoked by written notice received by our
secretary at any time prior to the voting at the meeting, by submitting a
subsequent proxy or by attending the annual meeting and voting in person.
Attendance by a shareholder at the annual meeting does not alone serve to revoke
his or her proxy.
The presence, in person or by proxy, of a majority of the votes entitled to
be cast at the meeting will constitute a quorum at the meeting. A proxy
submitted by a shareholder may indicate that all or a portion of the shares
represented by his or her proxy are not being voted ("shareholder withholding")
with respect to a particular matter. Similarly, a broker may not be permitted to
vote stock ("broker non-vote") held in street name on a particular matter in the
absence of instructions from the beneficial owner of the stock. The shares
subject to a proxy which are not being voted on a particular matter because of
either shareholder withholding or broker non-vote will not be considered shares
present and entitled to vote on the matter. These shares, however, may be
considered present and entitled to vote on other matters and will count for
purposes of determining the presence of a quorum, unless the proxy indicates
that the shares are not being voted on any matter at the meeting, in which case
the shares will not be counted for purposes of determining the presence of a
quorum.
The directors will be elected by a plurality of the votes cast at the
meeting. "Plurality" means that the nominees who receive the highest number of
votes in their favor will be elected as our directors. Consequently, any shares
not voted "FOR" a particular nominee, because of either shareholder withholding
or broker non-vote, will not be counted in the nominee's favor.
1
All other matters that may be brought before the shareholders must be
approved by the affirmative vote of a majority of the votes cast at the meeting.
Abstentions from voting are counted as "votes cast" with respect to the proposal
and, therefore, have the same effect as a vote against the proposal. Shares
deemed present at the meeting but not entitled to vote because of either
shareholder withholding or broker non-vote are not deemed "votes cast" with
respect to the proposal and therefore will have no effect on the vote.
ANNUAL REPORT
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2002,
which contains our audited financial statements, is being mailed along with this
proxy statement.
We will provide to you exhibits to the Annual Report upon payment of a fee
of $.25 per page, plus $5.00 postage and handling charge, if requested in
writing to The Secretary, ParkerVision, Inc., 8493 Baymeadows Way, Jacksonville,
Florida 32256.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of April 28, 2003
with respect to the stock ownership of (i) those persons or groups who
beneficially own more than 5% of our common stock, (ii) each of our director
nominees, (iii) each executive officer whose compensation exceeded $100,000 in
2002, and (iv) all of our director nominees and executive officers as a group
(based upon information furnished by those persons).
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(1)
------------------------ -------------------- --------
Jeffrey L. Parker(2) 3,339,342 (3)(4) 20.9%
J-Parker Family Limited Partnership(5) 2,376,974 (4) 15.6%
Todd Parker(2) 1,090,488 (6)(7) 7.1%
T-Parker Family Limited Partnership(5) 876,255 (7) 5.7%
Stacie Wilf(2) 1,053,416 (8)(9) 6.9%
S-Parker Wilf Family Limited Partnership(5) 905,811 (9) 5.9%
Tyco International Ltd. (10) 1,058,949 (11) 6.7%
Tyco Sigma Limited(10) 1,058,949 (11) 6.7%
Leucadia National Corporation(12) 1,607,973 (12) 10.2%
David F. Sorrells(2) 524,500 (13) 3.3%
William A. Hightower 162,500 (14) 1.1%
Richard A. Kashnow 50,000 (15) 0.3%
William L. Sammons 154,750 (16) 1.0%
Papken S. Der Torossian -- ---
All directors and executive officers
as a group (8 persons) 6,414,796 (17) 37.6%
---------------------
(1) Percentage includes all outstanding shares of common stock plus, for each
person or group, any shares of common stock that the person or the group
has the right to acquire within 60 days pursuant to options, warrants,
conversion privileges or other rights.
(2) The person's address is 8493 Baymeadows Way, Jacksonville, Florida 32256.
2
(3) Includes 700,000 shares of common stock issuable upon currently exercisable
options and 9,501 shares owned of record by Mr. Parker's three children
over which he disclaims ownership. Excludes 90,000 shares of common stock
issuable upon options that may become exercisable in the future.
(4) J-Parker Family Limited Partnership is the record owner of 2,376,974 shares
of common stock. Mr. Jeffrey L. Parker has sole voting and dispositive
power over the shares of common stock owned by the J-Parker Family Limited
Partnership, as a result of which Mr. Jeffrey Parker is deemed to be the
beneficial owner of such shares.
(5) The entity's address is 409 S. 17th Street, Omaha, Nebraska 68102.
(6) Includes 117,500 shares of common stock issuable upon currently exercisable
options and 10,000 shares owned of record by Mr. Parker's spouse. Excludes
50,000 shares of common stock issuable upon options that may become
exercisable in the future.
(7) T-Parker Family Limited Partnership is the record owner of 876,255 shares
of common stock. Mr. Todd Parker has sole voting and dispositive power over
the shares of common stock owned by the T-Parker Family Limited
Partnership, as a result of which Mr. Todd Parker is deemed to be the
beneficial owner of such shares.
(8) Includes 87,500 shares of common stock issuable upon currently exercisable
options and 10,600 shares owned of record by Ms. Wilf's two children over
which she disclaims ownership.
(9) S-Parker Wilf Family Limited Partnership is the owner of 905,811 shares of
common stock. Ms. Wilf has sole voting and dispositive power over the
shares of common stock owned by the S-Parker Wilf Family Limited
Partnership, as a result of which Ms. Wilf is deemed to be the beneficial
owner of such shares.
(10) The business address of each of Tyco International Ltd. and Tyco Sigma
Limited is The Zurich Center, Second Floor, 90 Pitts Bay Road, Pembroke, HM
08, Bermuda.
(11) These shares are held of record by Tyco Sigma Limited, a wholly owned
subsidiary of Tyco International Ltd. Tyco International Ltd. and Tyco
Sigma Limited share voting and dispositive power over these shares. The
foregoing information was derived from a Schedule 13G filed with the SEC on
March 6, 2003. The number of shares reported as beneficially owned includes
529,475 shares underlying a currently exercisable warrant.
(12) The business address of Leucadia National Corporation is 315 Park Avenue
South, New York, New York 10010. The information for Leucadia National
Corporation was derived from a Schedule 13G filed with the SEC on April 1,
2003. The number of shares reported as beneficially owned includes 484,293
shares underlying a currently exercisable warrant.
(13) Includes 524,500 shares of common stock issuable upon currently exercisable
options. Excludes 200,000 shares of common stock issuable upon options that
may become exercisable in the future.
(14) Includes 162,500 shares of common stock issuable upon currently exercisable
options.
(15) Includes 50,000 shares of common stock issuable upon currently exercisable
options. Excludes 50,000 shares of common stock issuable upon options that
may become exercisable in the future.
(16) Includes 135,000 shares of common stock issuable upon currently exercisable
options.
3
(17) Includes 1,777,000 shares of common stock issuable upon currently
exercisable options held by directors (see notes 3, 6, 8, 13, 14, 15 and 16
above) and 39,800 shares of common stock issuable upon currently
exercisable options held by an executive officer not included in the table
and excludes 390,000 shares of common stock issuable upon options that may
vest in the future held by directors (see notes 3, 6, 13 and 15 above) and
48,700 shares of common stock issuable upon options that may become
exercisable in the future held by an executive officer not included in the
table above.
PROPOSAL I: ELECTION OF DIRECTORS
The persons listed below have been designated by our board of directors as
candidates for election as directors to serve until the next annual meeting of
shareholders or until their respective successors have been elected and
qualified. The by-laws of the company currently provide for a board of ten
persons. At this annual meeting, seven persons are being nominated. Proxies
given by the shareholders will not be voted for any persons to fill the three
vacant positions. Unless otherwise specified in the form of proxy, the proxies
solicited by management will be voted "FOR" the election of these candidates. In
case any of these nominees become unavailable for election to the board of
directors, an event which is not anticipated, the persons named as proxies, or
their substitutes, shall have full discretion and authority to vote or refrain
from voting for any other nominee in accordance with their judgment.
NAME AGE DIRECTOR SINCE POSITION
---- --- -------------- --------
Jeffrey L. Parker 46 1989 Chairman of the Board and
Chief Executive Officer
Todd Parker 38 1989 President, Video Business
Unit and Director
David F. Sorrells 44 1997 Chief Technical Officer
and Director
William A. Hightower 59 1999 Director
Richard A. Kashnow 61 2000 Director
William L. Sammons 82 1993 Director
Papken S. Der Torossian 64 -- Director Nominee
Jeffrey L. Parker has been chairman of the board and our chief executive
officer since our inception in August 1989 and our president from April 1993 to
June 1998. From March 1983 to August 1989, Mr. Parker served as executive vice
president for Parker Electronics, Inc., a joint venture partner with Carrier
Corporation performing research development, manufacturing and sales and
marketing for the heating, ventilation and air conditioning industry.
Todd Parker has been a director since our inception and was a vice
president of ours from inception to June 1997. Mr. Parker acted as a consultant
to us from June 1997 through November 1997 and from September 2001 to July,
2002. On July 31, 2002, Mr. Parker was appointed president of the Video Business
Unit of the company. From January 1985 to August 1989, Mr. Parker served as
general manager of manufacturing for Parker Electronics.
David F. Sorrells has been our chief technical officer since September 1996
and has been a director since January 1997. From June 1990 to September 1996,
Mr. Sorrells served as our engineering manager.
William A. Hightower has been a director since March 1999. Since May 2001,
Mr. Hightower has been a private investor. Mr. Hightower was the president and
chief operating officer and a director of Silicon Valley Group, Inc., a position
he has held since August 1997 until his retirement in May 2001. Silicon Valley
Group, Inc. is a publicly held company which designs and builds semiconductor
capital equipment tools for chip manufacturers. From January 1996 to August
1997, Mr. Hightower served as chairman and chief executive officer of CADNET
Corporation, a developer of network software solutions for the architectural
industry. From August 1989 to January 1996, Mr. Hightower was the president and
chief executive officer of Telematics International, Inc.
4
Richard A. Kashnow has been a director since August 2000. From August 1999
until his retirement in January 2003, Mr. Kashnow was the president of Tyco
Ventures, the venture capital arm of Tyco International, Inc., a diversified
manufacturing the services company. From October 1995 to its acquisition by Tyco
in 1999, Mr. Kashnow was the chairman, chief executive officer and president of
Raychem Corporation, a technology company specializing in electronic components
and engineered materials.
William L. Sammons has been a director since October 1993. From 1981 until
his retirement in 1985, Mr. Sammons was president of the North American
Operations of Carrier Corporation.
Papken S. Der Torossian has been nominated to be elected at the annual
meeting to which this proxy relates. Mr. Der Torossian was the chairman of the
board of directors and chief executive officer for Silicon Valley Group, Inc.
(SVGI) until 2001. He currently serves as the special advisor to ASML which
acquired SVGI in September 2001. He joined SVGI in 1984 as president and became
chief executive officer in 1986. In 1991, Mr. Der Torossian was appointed SVGI's
chairman of the board. Prior to his joining SVGI, he was president of ECS
Microsystems and president of the Santa Cruz Division of Plantronics where he
also served as vice president to the Telephone Products Group. Previous to that
he spent four years at Spectra-Physics and 12 years with Hewlett-Packard in a
variety of management positions. From 1997 to 2001, Mr. Der Torossian served on
the board of the Silicon Valley Manufacturing Group. In March 2001, Mr. Der
Torossian joined the board of directors of ANTS Software Inc., a company engaged
in proprietary software development, and in March 2003, he joined the board of
directors of Therma-Wave, Inc., a company engaged in the manufacture and sale of
process control metrology systems used in manufacturing semiconductors.
Messrs. Jeffrey and Todd Parker and Ms. Stacie Wilf are brothers and
sister.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended December 31, 2002, our board of directors met
10 times. All of our directors attended each of the meetings except William A.
Hightower, Robert G. Sterne and Richard Sisisky each missed one meeting during
the year. Members of our board of directors generally are elected annually by
our shareholders and may be removed as provided for in the 1989 Business
Corporation Act of the State of Florida and our articles of incorporation. The
board of directors has four committees, the audit committee, the compensation
committee, the nominating committee and a strategic planning committee. The
strategic planning committee was formed in 2002 to assist the CEO in issues of
corporate and business unit strategic planning.
AUDIT COMMITTEE INFORMATION AND REPORT
The audit committee was established in 1994, and during the fiscal year
ending December 31, 2002, it was comprised of William A. Hightower, William L.
Sammons and Oscar S. Schafer. During the fiscal year ended December 31, 2002,
the audit committee met 6 times and acted by unanimous consent one time. The
audit committee has also met twice since January 1, 2003, once in connection
with the annual report for the fiscal year ended December 31, 2002 and once to
review and approve a revised and updated Audit Committee charter.
Each of Messrs. Hightower, Sammons and Schafer are considered to be
financial experts by the board of directors by reason of their ability to
understand generally accepted accounting principles and financial statements,
their ability to assess the general application of generally accepted accounting
principles in connection with our financial statements, including estimates,
accruals and reserves, their experience in analyzing or evaluating financial
statements of similar breadth and complexity as our financial statements, their
understanding of internal controls and procedures for financial reporting and
their understanding of the audit committee functions.
5
Audit Fees
For the fiscal years ended December 31, 2001 and December 31, 2002, the
aggregate fees billed for professional services rendered for the audit of our
annual financial statements and the review of our financial statements included
in our quarterly reports totaled $103,500 and $118,500, respectively.
Financial Information Systems Design and Implementation Fees
For the fiscal years ended December 31, 2001 and December 31, 2002, there
were no fees billed for professional services by our independent auditors
rendered in connection with, directly or indirectly, operating or supervising
the operation of our information system or managing our local area network.
Tax Services Fees
For the fiscal years ended December 31, 2001 and December 31, 2002, the
aggregate fees billed for professional services rendered for tax services by our
independent auditors totaled approximately $43,800 and $17,800, respectively.
All Other Fees
For the fiscal years ended December 31, 2001 and December 31, 2002, the
aggregate fees billed for all other professional services rendered by our
independent auditors totaled approximately $7,000 and $10,200, respectively.
Audit Committee Report
Pursuant to our audit committee's written charter, which was adopted on
June 12, 2000, the audit committee's responsibilities include, among other
things:
o annually reviewing and reassessing the adequacy of the committee's
formal charter;
o reviewing our annual audited financial statements with our management
and our independent auditors and the adequacy of our internal
accounting controls;
o reviewing analyses prepared by management and independent auditors
concerning significant financial reporting issues and judgments made
in connection with the preparation of our financial statements;
o making recommendations concerning the engagement of the independent
auditor;
o reviewing the independence of the independent auditors;
o reviewing our auditing and accounting principles and practices with
the independent auditors and reviewing major changes to our auditing
and accounting principles and practices as suggested by the
independent auditor or our management;
o recommending the appointment of the independent auditor to the board
of directors, which firm is ultimately accountable to the audit
committee and the board of directors;
o approving professional services provided by the independent auditors,
including the range of audit and nonaudit fees; and
6
o reviewing all related party transactions on an ongoing basis for
potential conflict of interest situations.
The audit committee pre-approves the services to be provided by its
independent auditors. During the period January 1, 2002 through March 31, 2003,
the committee reviewed in advance the scope of the annual audit, non-audit
services to be performed by the independent auditors and the independent
auditors' audit and non-audit fees and approved them. The audit committee also
reviews and recommends to the board of directors whether or not to approve
transactions between the company and an officer or director outside the ordinary
course.
On many occasions during fiscal year 2002 and thereafter, the audit
committee met and held discussions with management, the chief accounting officer
and our independent auditors. Management represented to the committee that our
consolidated financial statements were prepared in accordance with generally
accepted accounting principles, and the committee has reviewed and discussed the
consolidated financial statements with management and the independent auditors.
The committee discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication with Audit
Committees), various accounting issues relating to presentation of certain
things in our financial statements and compliance with Section 10A of the
Securities Exchange Act of 1934. Our independent auditors also provided the
audit committee with the written disclosures required by the Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and the committee discussed with the independent auditors and management the
auditors' independence. The committee discussed financial risk exposures
relating to the company with management and the processes in place to monitor
and control the exposure resulting therefrom, if any. Based upon the committee's
discussion with management and the independent auditors and the committee's
review of the representations of management and the report of the independent
auditors to the audit committee, the committee recommended that the board of
directors include our audited consolidated financial statements in the Annual
Report on Form 10-K for the fiscal year ended December 31, 2002. The committee
evaluated the performance of PricewaterhouseCoopers LLP and recommended to the
board their re-appointment as the independent auditors for the fiscal year
ending December 31, 2003.
William A. Hightower
William L. Sammons
Oscar S. Schafer
Audit Committee Charter
As part of the audit committee's functions, the audit committee charter was
reviewed by the audit committee and board of directors during the period of
March-April 2003. As a result of the review, the charter was revised and
restated, and it was adopted as restated. The current audit committee charter is
attached to this proxy statement as Appendix A.
COMPENSATION OF OUTSIDE DIRECTORS
During 2002, each non-employee director received a retainer of $8,000,
payable in quarterly installments. In addition, non-employee directors, and
Stacie Wilf and Todd Parker, received on January 15, 2002 an annual grant of an
option to purchase 10,000 shares of common stock that vested immediately. The
committee chairpersons received an additional option per year to purchase 5,000
shares and each committee member receives an additional option per year to
purchase 2,500 shares of common stock for committee work. Options for committee
work will not exceed 5,000 shares of common stock in any fiscal year. All board
members were reimbursed for reasonable expenses incurred in attending meetings.
During 2002, the board approved the creation of a strategic planning
committee. The chairperson for this committee received a one-time grant of an
option to purchase 100,000 shares of common stock that vested immediately.
7
EXECUTIVE COMPENSATION
The following tables summarize the cash compensation paid by us to each of
our executive officers (including our chief executive officer) who were serving
as executive officers at the end of the fiscal year ended December 31, 2002, for
services rendered in all capacities to us and our subsidiaries during the fiscal
years ended December 31, 2002, 2001 and 2000, options granted to such executive
officers during the fiscal year ended December 31, 2002, and the value of all
options granted to such executive officers at the end of the fiscal year ended
December 31, 2002.
============================================================================================================
SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------------------------
NAME AND PRINCIPAL FISCAL YEAR
POSITION ENDED 12/31 SALARY BONUS OPTIONS/SARS (#)
------------------------------------------------------------------------------------------------------------
Jeffrey L. Parker 2002 $281,700 -- 15,000
Chairman of the Board and 2001 $275,000 $ 25,000 --
Chief Executive Officer 2000 $275,000 $ 300,000 500,000
------------------------------------------------------------------------------------------------------------
Todd Parker 2002 $ 62,000 -- 60,000
President, Video Business 2001 -- -- --
Unit and Director(1) 2000 -- -- --
------------------------------------------------------------------------------------------------------------
David F. Sorrells 2002 $244,200 -- --
Chief Technical Officer and 2001 $225,000 $50,000 --
Director 2000 $225,000 $100,000 362,000
------------------------------------------------------------------------------------------------------------
Richard L. Sisisky 2002 $250,000 -- --
President, Chief Operating 2001 $287,500 -- --
Officer and Director(2) 2000 $214,000 -- --
============================================================================================================
(1) Todd Parker was employed as a consultant from September 2001 to July 2002
and was paid $74,891. He was employed as the president of the Video
Business Unit of the company on July 31, 2002 at an annual salary of
$150,000.
(2) Mr. Sisisky resigned his position as president and chief operating officer
and director as of January 9, 2003.
We cannot determine, without unreasonable effort or expense, the specific
amount of certain personal benefits afforded to our employees, or the extent to
which benefits are personal rather than business. We have concluded that the
aggregate amounts of such personal benefits which cannot be specifically or
precisely ascertained do not in any event exceed, as to each individual named in
the preceding table, the lesser of $50,000 or 10% of the compensation reported
in the preceding table for such individual, or, in the case of a group, the
lesser of $50,000 for each individual in the group, or 10% of the compensation
reported in the preceding table for the group, and that such information set
forth in the preceding table is not rendered materially misleading by virtue of
the omission of the value of such personal benefits.
8
==========================================================================================================================
OPTION/GRANTS IN LAST FISCAL YEAR
--------------------------------------------------------------------------------------------------------------------------
REALIZABLE VALUE
--------------------------------------------------------------------------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS GRANTED
SHARES UNDER TO EMPLOYEES IN EXERCISE
NAME OPTIONS FISCAL YEAR PRICE EXPIRATION DATE 5% 10%
--------------------------------------------------------------------------------------------------------------------------
Jeffrey Parker 15,000(1) 2.2% $19.99 2/26/2012 $188,574 $ 477,884
--------------------------------------------------------------------------------------------------------------------------
Todd Parker 10,000(2) 1.5% $20.00 1/15/2012 $125,779 $ 318,748
50,000(3) 7.3% $16.61 7/31/2012 $522,297 $1,323,603
--------------------------------------------------------------------------------------------------------------------------
David Sorrells - - - - - -
--------------------------------------------------------------------------------------------------------------------------
Richard Sisisky - - - - - -
==========================================================================================================================
(1) Granted in 2002 as bonus compensation in recognition of fiscal year 2001
employment.
(2) Granted 10,000 on January 15, 2002 in connection with his activities as a
director prior to being employed as President of the Video Business Unit of
the company.
(3) Granted 50,000 on July 31, 2002 in connection with his employment as
President of the Video Business Unit.
=========================================================================================================================
AGGREGATE FISCAL YEAR-END OPTION/SAR VALUES
AT DECEMBER 31, 2002
-------------------------------------------------------------------------------------------------------------------------
NUMBER OF UNEXERCISED OPTIONS/SARS AT FISCAL VALUE OF UNEXERCISED IN-THE-MONEY
YEAR END (#) OPTIONS/SARS AT FISCAL YEAR END
---------------------------------------------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------------------------------------------------------------------------------------------------------------
Jeffrey L. Parker 700,000 90,000 $100,500 $-0-
-------------------------------------------------------------------------------------------------------------------------
Todd Parker 117,500 50,000 $5,700 $-0-
-------------------------------------------------------------------------------------------------------------------------
Richard L. Sisisky 265,072 234,928 $-0- $-0-
-------------------------------------------------------------------------------------------------------------------------
David F. Sorrells 524,500 200,000 $-0- $-0-
=========================================================================================================================
EMPLOYMENT AGREEMENTS
In September 2000, we entered into an employment agreement with Jeffrey L.
Parker, our chairman of the board and chief executive officer, which expires on
September 30, 2005. Mr. Parker receives an annual base salary of not less than
$275,000 for the first two-year period during the term, not less than $300,000
for the next two-year period during the term and not less than $325,000 for the
last year of the term. Mr. Parker will also receive bonuses as may be determined
from time to time by the compensation committee. Mr. Parker was awarded two
stock options in connection with his employment with us. The first option is for
350,000 shares of common stock, exercisable at a price per share of $41. This
option vested immediately and is exercisable until September 7, 2010, except as
provided in the option agreement. The second option is for 150,000 shares of
common stock, exercisable at $61.50 per share. This option will vest in five
equal installments of 30,000 shares on October 1, in each year
9
from 2001 through 2005, and once vested are exercisable until October 1, 2010,
except as provided in the option agreement. As bonus compensation in recognition
of fiscal year 2001 employment, Mr. Parker was granted in February 2002 an
option to purchase 15,000 shares of common stock at $19.99 per share, currently
vested and expiring February 26, 2012.
In March 2002, we entered into an employment agreement with David F.
Sorrells, our chief technical officer and a director, which expires March 6,
2007. Mr. Sorrells receives an annual base salary of not less than $250,000 for
the first two-year period during the term, and thereafter the base will be
increased as determined by the company, but the increase will be by not less
than 5% of the prior year's base salary. Mr. Sorrells will also receive an
annual bonus as may be determined by the chief executive officer. Mr. Sorrells
will be eligible for future awards under our equity performance plans as
determined from time to time.
We employed Richard Sisisky from June 1998 to January 9, 2003 as the
president and chief operating officer of the company and a director under a
written employment agreement. Mr. Sisisky resigned his positions as president,
chief operating officer and director on January 9, 2003 and entered into a
resignation agreement at that time under which he is employed to consult to the
company for the balance of the year. During the employment period as an
executive officer and director, Mr. Sisisky received an annual base salary of
$250,000 and was entitled to a performance bonus. Mr. Sisisky was awarded two
options, under which he currently may acquire shares of common stock at various
prices until different dates.
STOCK OPTION PLANS
In September 1993, the board of directors approved our 1993 Stock Plan
pursuant to which an aggregate of 500,000 shares of common stock were initially
reserved for issuance in connection with the benefits available for grant. The
1993 plan was amended on September 19, 1996, August 22, 1997 and November 16,
1998 by the board of directors to raise the number of shares of common stock
subject to the plan to 3,500,000. Each of these amendments was approved by our
shareholders. The benefits may be granted in any one or in combination of the
following:
o incentive stock options;
o non-qualified stock options;
o stock appreciation rights;
o restricted stock awards;
o stock bonuses;
o other forms of stock benefits; or
o cash.
Incentive stock options may be granted only to our employees. Other
benefits may be granted to our consultants, directors (whether or not they are
employees of ours), employees and officers. To date, awards to purchase a total
of 3,079,494 shares of common stock have been granted and are outstanding or
have been exercised under the 1993 plan. As of the date of this proxy statement,
we have 420,506 shares of common stock available for grant for awards under the
1993 plan.
In May 2000, the board of directors approved our 2000 Performance Equity
Plan pursuant to which a total of 5,000,000 shares of common stock were reserved
for issuance in connection with the benefits available for grant. The 2000 plan
was approved by our shareholders on July 13, 2000. We have the ability to grant
the same type of benefits under the 2000 plan as we are able to under the 1993
plan. Incentive stock options may only be granted to our employees. Other
benefits may be granted to our consultants, directors (whether or not they are
employees of ours), employees and officers. To date, awards to purchase a total
of 2,218,460 shares of common stock have been granted and are outstanding or
have been exercised under the 2000 plan. As of the date of this proxy statement,
we have 2,781,540 shares of common stock available for grant for awards under
the 2000 plan.
10
EQUITY COMPENSATION PLAN INFORMATION
The following table gives the information about our common stock that may
be issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of December 31, 2002, including the 1993
Stock Plan, the 2000 Performance Equity Plan and other miscellaneous plans.
Number of securities
remaining available for
Number of securities to Weighted-average future issuance under equity
be issued upon exercise exercise price of compensation plans
of outstanding options, outstanding options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
------------- ------------------- ------------------- ------------------------
(a) (b) (c)
Equity compensation plans approved
by security holders 4,534,224 $25.98 3,211,876
Equity compensation plans not
Approved by security holders 661,625 $20.78 -0-
------------------- ------------------------
Total 5,195,849 3,211,876
=================== ========================
The equity compensation plan reported upon in the above table that were not
approved by security holders include:
o Options to purchase 50,000 shares were granted to the CEO, Jeffrey
Parker, in October 1993 at an exercise price of $5.00 per share. These
options were immediately vested and expire in October 2003. As of
December 31, 2002, options to purchase 30,000 shares remained
outstanding.
o Options to purchase 476,625 shares were granted pursuant to an
employment agreement with a former executive officer, Richard Sisisky,
in May 1998 at an exercise price of $21.375 per share. These options
vest through 2003 and expire on differing dates.
o Options to purchase 25,000 shares granted to two directors in March
1999 at exercise prices of $23.25 per share. These options immediately
vested and expire in March 2009.
o Options to purchase 40,000 shares granted to consultants in November
1998 at exercise prices of $18.75 per share. These options are fully
vested and expire in November 2003.
o Options to purchase 100,000 shares granted to an employee in March
1999 at an exercise price of $23.25. These options vest ratably over
five years and expire in May 2009. As of December 31, 2002, options to
purchase 90,000 shares were outstanding.
COMPENSATION COMMITTEE INFORMATION AND REPORT
The compensation committee is responsible for reviewing and determining for
recommendation to the board of directors the compensation arrangements of the
senior executives of the company and administering our 1993 Stock Plan and 2000
Performance Equity Plan. During the fiscal year ended December 31, 2002, the
compensation committee consisted of Amy L. Newmark, William L. Sammons and
Robert G. Sterne. During fiscal year 2002, our compensation committee met three
times and acted by unanimous consent two times.
11
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
The compensation committee of the board of directors sets the compensation
of the chief executive officer and other executive officers, subject to
ratification by the board of directors.
General Compensation Policy
We operate in a competitive and rapidly changing high technology industry.
The compensation committee believes that the compensation program for our
executive officers should be designed to attract, motivate and retain talented
executives responsible for the success of our company. The compensation
committee believes the compensation program should be determined within a
competitive framework and should be based on achievement of overall financial
results and individual contribution.
Compensation Components
The three major components that make up the compensation of our executive
officers are:
o base salary;
o annual cash incentive awards in the form of a cash bonus; and
o long-term equity-based incentive awards in the form of stock option
grants.
The compensation committee's determination of the compensation components
for executive officers is highly subjective and not subject to specific
criteria. The compensation committee has, however, compared its executives'
compensation levels to independent compensation surveys and compensation
packages for executives in similarly sized technology companies and has founds
its compensation packages to be comparable.
The base salary for each executive officer is determined at levels
considered appropriate for comparable positions at other companies. Annual cash
bonuses are subjective and are based on our achievement of financial performance
targets as well as individual contribution. Long-term equity-based incentive
awards, in the form of stock option grants, are determined subjectively based on
the executive's position within us, individual performance, potential for future
responsibility and promotion and the number of unvested options held at the time
of the new grant. The relative weight given to each of these factors varies
among individuals at the compensation committee's discretion.
Executive Compensation
There was no review of Mr. Jeffrey Parker's compensation for fiscal year
2002. Pursuant to his employment agreement, Mr. Parker's salary was increased to
$300,000 per annum on October 1, 2002. In February 2002, in respect of
employment during fiscal year 2001, Mr. Parker was granted bonus compensation in
the form of an option to acquire up to 15,000 shares of common stock at $19.99
per share, vested immediately and expiring February 26, 2012.
The committee approved the employment of Todd Parker as the President of
the Video Business Unit of the Company at an annual compensation of $150,000.
Mr. Parker's employment is not pursuant to a written employment agreement.
Mr. Sisisky was compensated under an employment agreement and his
compensation was not reviewed in 2002 in light of his pending resignation.
12
No bonuses were paid to senior executives for fiscal year 2002.
Notwithstanding anything to the contrary set forth in any of our previous
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934,
that might incorporate our future filings under those statutes, the preceding
Compensation Committee Report on Executive Compensation and our Stock
Performance Graph (set forth below) will not be incorporated by reference into
any of those prior filings, nor will such report or graph be incorporated by
reference into any of our future filings under those statutes.
THE COMPENSATION COMMITTEE
Amy L. Newmark
William L. Sammons
Robert G. Sterne
PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total
shareholder returns for our company, the Nasdaq U.S. Stock Market Index, the
Nasdaq Electronic Components Index and Nasdaq Telecommunications Index for the
five years ending December 31, 2002. The total shareholder returns assumes the
investment on December 31, 1997 of $100 in our common stock, the Nasdaq U.S.
Stock Market Index, the Nasdaq Electronic Components Index, and Nasdaq
Telecommunications Index at the beginning of the period, with immediate
reinvestment of all dividends. The Nasdaq Electronic Components Index and Nasdaq
Telecommunications Index were added in 2001 to provide comparative indices
reflecting our D2D technologies. In the past, the graph also included a
comparison to the JP Morgan Hambrecht & Quist Communications Index, but this
comparison is no longer included because the index is no longer in existence.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG PARKERVISION, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX,
THE NASDAQ ELECTRONIC COMPONENTS INDEX
AND THE NASDAQ TELECOMMUNICATIONS INDEX
[GRAPHIC OMITTED]
Cumulative Total Return
---------------------------------------------------
12/97 12/98 12/99 12/00 12/01 12/02
PARKERVISION INC 100.00 129.66 169.66 202.07 115.86 45.02
NASDAQ STOCK MARKET (U.S.) 100.00 140.99 261.48 157.42 124.89 86.33
NASDAQ ELECTRONIC COMPONENTS 100.00 154.49 287.34 236.14 160.91 86.19
NASDAQ TELECOMMUNICATIONS 100.00 165.05 295.01 125.74 84.16 38.76
* $100 invested on 12/31/97 in stock or index -
including reinvestment of dividends.
Fiscal year ending December 31.
13
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our officers, directors and persons who beneficially own more than ten percent
of a registered class of our equity securities to file reports of ownership and
changes in ownership with the SEC and the National Association of Securities
Dealers, Inc. Officers, directors and ten percent shareholders are charged by
SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely upon our review of the copies of such forms received by us, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, we believe that, during the fiscal year ended
December 31, 2002, all filing requirements applicable to our executive officers,
directors and ten percent shareholders were fulfilled.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We lease our executive offices pursuant to a lease agreement dated March 1,
1992 with Jeffrey L. Parker and Barbara Parker. Barbara Parker is Mr. Parker's
mother. The term of the lease expires in 2007 and is renewable for an additional
five-year term. For the fiscal years ended December 31, 2002 and 2001, we
incurred approximately $298,900 and $310,400 in each year, respectively, in
rental expense under the lease. We believe that the terms of the lease are no
less favorable than terms we could have obtained from an unaffiliated third
party.
Mr. Robert G. Sterne, a director of ours during fiscal year 2002, serves as
a patent and intellectual property counsel for us. In this capacity, we paid the
law firm Sterne, Kessler, Goldstein & Fox, PLLC of which Mr. Sterne is a
partner, fees totaling approximately $1,801,000 for the year ended December 31,
2002.
On March 26, 2003, to raise additional working capital, we sold shares of
common stock for cash to Leucadia National Corporation, a then holder of greater
than 5% beneficial ownership of our common stock, at $3.91 per share for an
aggregate of $2,500,000, which per-share price was 80% of the ten-day weighted
average price per share ending on the day immediately prior to the sale.
Leucadia was also granted registration rights for the purchased shares and a
four-year pre-emptive right to acquire additional shares in certain
circumstances. As a condition to this purchase, members of the Parker family,
including Jeffrey L. Parker, our chief executive officer and chairman of the
board, Todd Parker, the president of our Video Business Unit and a director and
Stacie Wilf, our corporate secretary and a director, were required to purchase
495,050 shares of common stock for cash at $5.05 per share for an aggregate of
$2,500,000, which per-share price was the five-day closing bid price average per
share ending on the day immediately prior to the sale. Each of these purchasers
was granted registration rights. The transactions were approved in advance by
the audit committee and the board of directors, with the interested parties
abstaining. As a result of this transaction, Jeffrey L. Parker had a matching
transaction to a prior sale of 2,500 shares of common stock pursuant to Section
16(b) and paid the recoverable profit due to the company of $11,715.
INDEPENDENT ACCOUNTANTS
We currently have selected PricewaterhouseCoopers LLP as our independent
accountants for the fiscal year ending December 31, 2003. A representative of
Pricewaterhouse Coopers LLP is expected to be present at the meeting with an
opportunity to make a statement if he desires to do so and is expected to be
available to respond to appropriate questions.
14
SOLICITATION OF PROXIES
We are soliciting the proxies of shareholders pursuant to this proxy
statement. We will bear the cost of this proxy solicitation. In addition to
solicitations of proxies by use of the mails, some of our officers or employees,
without additional remuneration, may solicit proxies personally or by telephone.
We may also request brokers, dealers, banks and their nominees to solicit
proxies from their clients where appropriate, and may reimburse them for
reasonable expenses related thereto.
SHAREHOLDER PROPOSALS
SHAREHOLDER PROPOSALS AND NOMINATIONS
Proposals of shareholders intended to be presented at the annual meeting to
be held in 2003 must be received at our offices by January 7, 2004 for inclusion
in the proxy materials relating to that meeting.
Our by-laws contain provisions in it intended to promote the efficient
functioning of our shareholder meetings. Some of the provisions describe our
right to determine the time, place and conduct of shareholder meetings and to
require advance notice by mail or delivery to us of shareholder proposals or
director nominations for shareholder meetings.
Under the by-laws, shareholders must provide us with at least 120 days
notice of business the shareholder proposes for consideration at the meeting and
persons the shareholder intends to nominate for election as directors at the
meeting. This notice must be received for the annual meeting in the year 2004 on
January 7, 2004. Shareholder proposals must include the exact language of the
proposal, a brief description of the matter and the reasons for the proposal,
the name and address of the shareholder making the proposal and disclosure of
that shareholder's number of shares of common stock owned, length of ownership
of the shares, representation that the shareholder will continue to own the
shares through the shareholder meeting, intention to appear in person or proxy
at the shareholder meeting and material interest, if any, in the matter being
proposed. Shareholder nominations for persons to be elected as directors must
include the name and address of the shareholder making the nomination, a
representation that the shareholder owns shares of common stock entitled to vote
at the shareholder meeting, a description of all arrangements between the
shareholder and each nominee and any other persons relating to the nomination,
the information about the nominees required by the Exchange Act of 1934 and a
consent to nomination of the person nominated.
Shareholder proposals or nominations should be addressed to Stacy Wilf,
Secretary, ParkerVision, Inc., 8493 Baymeadows Way, Jacksonville, Florida 32256.
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS
We do not now intend to bring before the annual meeting any matters other
than those specified in the Notice of the Annual Meeting, and we do not know of
any business which persons other than the board of directors intend to present
at the annual meeting. Should any business requiring a vote of the shareholders,
which is not specified in the notice, properly come before the annual meeting,
the persons named in the accompanying proxy intend to vote the shares
represented by them in accordance with their best judgment.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
May 1, 2003
15
Appendix A
Adopted April 25, 2003
AUDIT COMMITTEE CHARTER
OF
PARKERVISION, INC.
PURPOSE
The Audit Committee is appointed by the Board of Directors ("Board") of
ParkerVision, Inc. ("Company") to assist the Board in fulfilling its oversight
responsibility for monitoring (1) the integrity of the Company's accounting and
financial reporting and its systems of internal controls, (2) the performance,
qualifications and independence of the Company's independent auditors, and (3)
the Company's compliance with legal and regulatory requirements.
The Audit Committee shall prepare the report required by the rules of the
Securities and Exchange Commission ("Commission") to be included in the
Company's annual proxy statement.
COMMITTEE MEMBERSHIP
The Audit Committee shall consist of no fewer than three members, absent a
temporary vacancy. The members of the Audit Committee shall meet the
independence and experience requirements of The NASDAQ Stock Market, Inc.
("NASDAQ"), Section 10A(m)(3) of the Securities Exchange Act of 1934 ("Exchange
Act") and the rules and regulations of the Commission. Notwithstanding the
foregoing, membership of the Audit Committee will comply with the credential
requirements of applicable law, regulation and listing requirements, as
applicable to the Company from time to time.
All members of the Audit Committee shall be financially literate. At least one
member of the Committee shall be a financial expert, as defined by the
Commission rules pursuant to Section 401(h) of Regulation S-K.
The Board of Directors will assess and determine the qualifications of the Audit
Committee members. The members of the Audit Committee shall be appointed by the
Board, and may be replaced by the Board.
The Board of Directors shall select the Audit Committee Chair. If a Chair is not
designated or present, a Chair may be designated by a majority vote of the Audit
Committee members present.
Director's compensation is the only compensation which members of the Audit
Committee may receive from the Company.
MEETINGS AND PROCEDURES
The Audit Committee shall meet at least quarterly or more frequently as
circumstances dictate. The Audit Committee shall meet periodically with
management and the independent auditor in separate executive sessions. The Audit
Committee may request any officer or employee of the Company or the Company's
outside counsel or independent auditor to attend a meeting of the Audit
Committee or to meet with any members of, or consultants to, the Audit
Committee.
The Committee will keep written minutes of its meetings, which minutes will be
maintained with the books and records of the Company. The Committee will provide
the Board with regular reports of its activities.
1
The Audit Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval. The Audit
Committee annually shall review the Audit Committee's own performance.
The Committee may form subcommittees for any purpose that the Committee deems
appropriate and may delegate to such subcommittees such power and authority as
the Committee deems appropriate. The Committee will not delegate to a
subcommittee any power or authority required by any law, regulation or listing
standards to be exercised by the Committee as a whole.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
The primary responsibility of the Committee is to oversee the Company's
financial controls and reporting processes on behalf of the Board and report the
results of its activities to the Board. The Audit Committee recognizes that the
Company's management is responsible for the completeness and accuracy of the
Company's financial statements and disclosures and for maintaining effective
internal controls. The Committee also realizes that the independent auditor is
responsible for auditing the Company's financial statements. Accordingly,
management and the independent auditor have more knowledge and more detailed
information about the Company than do Audit Committee members and the Audit
Committee's primary responsibility is oversight. In carrying out its oversight
responsibilities, the Audit Committee will rely, in part, on the expertise of
management and the independent auditor. The Committee should take the
appropriate actions to set the overall corporate "tone" for quality financial
reporting, sound business risk practices, and ethical behavior.
The Audit Committee shall have the authority, to the extent it deems necessary
or appropriate, to retain independent legal, accounting or other advisors. The
Company shall provide for appropriate funding, as determined by the Audit
Committee, for payment of compensation to (i) the independent auditor for the
purpose of rendering or issuing an audit report and (ii) any advisors (including
counsel) employed by the Audit Committee.
The following shall be the principal recurring processes of the Committee in
carrying out its oversight responsibilities. The Committee may perform such
other duties and responsibilities as are consistent with its purpose and as the
Board or the Committee deems appropriate.
FINANCIAL REPORTING AND INTERNAL CONTROLS
REVIEW OF ANNUAL AUDITED FINANCIAL STATEMENTS. The Committee shall review
with management and the independent auditors the financial statements to be
included in the Company's Annual Report on Form 10-K (or the annual report
to shareholders if distributed prior to the filing of the Form 10-K). The
Committee will review the (a) quality, not just acceptability, of the
Company's accounting principles, including significant financial reporting
issues and judgments made in connection with the preparation of the
financial statements including alternative methods for presenting financial
information that have been discussed with management, the impact of the use
of the alternative methods, the methods preferred by management and all
material written communications between the independent auditor and
management; (b) the clarity and adequacy of disclosures in the financial
statements; and the Company's disclosures under Management's Discussion and
Analysis of Financial Condition and Results of Operations, including the
critical accounting policies; and (c) major issues regarding the adequacy
of internal controls and steps taken in light of material deficiencies (if
any were noted).
The Committee will discuss the results of the annual audit and any
difficulties the independent auditors encountered in the course of their
audit work, including any restrictions on the scope of the auditors'
activities or access to requested information, and any significant
disagreements with management. The Committee will also discuss any other
matters required to be communicated to the Committee by the independent
auditors under generally accepted auditing standards, and the annual report
on controls by the Chief Executive Officer and the Chief Accounting
Officer, as received by the independent auditors.
2
Based on these reviews and the discussions with management and the
independent auditors, the Committee will make a recommendation to the Board
whether the audited financial statements should be included in the
Company's Annual Report on Form 10-K.
REVIEW OF INTERIM FINANCIAL STATEMENTS; EARNINGS RELEASES. The Committee
shall review the interim financial statements, and the Company's
disclosures under Management's Discussion and Analysis of Financial
Condition and Results of Operations, with management and the independent
auditors prior to the filing of the Company's Quarterly Report on Form
10-Q. The Committee shall also review any Form 8-K that includes financial
disclosures prior to its filing. The Committee will discuss with management
any proposed release of earnings or guidance information, and financial
information and earnings guidance provided to analysts and rating agencies.
The Committee will discuss the results of the quarterly review and any
other matters required to be communicated to the Committee by the
independent auditors under generally accepted auditing standards.
RISK ASSESSMENT AND RISK MANAGEMENT. The Audit Committee shall review with
management and independent auditors the Company's policies for assessing
and managing financial risk and the actual risk exposure of the Company.
INTERNAL CONTROLS, DISCLOSURE CONTROLS AND PROCEDURES. The Audit Committee
shall review with management and the independent auditors the Company's
policies and procedures for maintaining the adequacy and effectiveness of
internal controls and disclosure controls procedures. As part of this
effort, the Committee will inquire of management and the independent
auditor about controls management has implemented to minimize significant
risks to the Company and the effectiveness of these controls. The Committee
will review the quarterly assessments of such controls and procedures by
the Chief Executive Officer and Chief Accounting Officer.
The Committee will also review with management and the independent auditor
the effect on the Company's financial statements of regulatory and
accounting initiatives and off balance sheet structures.
o INDEPENDENT AUDITORS
The Audit Committee shall have the sole authority to appoint or replace the
independent auditor. The Audit Committee shall be directly responsible for
determining the compensation and oversight of the work of the independent
auditor (including resolution of disagreements between management and the
independent auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or related work. The independent
auditor shall report directly to the Audit Committee.
The Committee shall review the auditors' independence from management and
the Company, including whether the auditors' performance of permissible
non-audit services is compatible with their independence. This process will
include, as least annually, the Committee's review of the independent
auditors' internal control procedures, any material issues raised by the
most recent internal quality-control review, or peer review, of the
independent auditors, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one
or more independent audits carried out by the independent auditors, and any
steps taken to deal with any such issues; and (to assess the auditors'
independence) all relationships between the independent auditors and the
Company.
Annually, the Committee will review the qualifications and performance of
the Company's current independent auditors and select the Company's
independent auditors for the next year.
The Committee shall review with the independent auditors prior to the audit
the overall scope, planning and staffing of their audit. The Audit
Committee shall pre-approve all auditing services and permitted non-audit
services to be performed for the Company by its independent auditor,
including the fees and terms
3
thereof (subject to the de minimus exceptions for non-audit services
described in Section 10A(i)(1)(B) of the Exchange Act which are approved by
the Audit Committee prior to the completion of the audit).
The Committee shall verify the rotation of the lead (or coordinating) audit
partner having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law. The Committee shall
consider whether, in order to assure continuing auditor independence, it is
appropriate to adopt a policy of rotating the independent auditing firm on
a regular basis.
The Committee shall oversee the Company's hiring of employees or former
employees of the independent auditor who participated in any capacity in
the audit of the Company.
o COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS
The Audit Committee shall obtain, from the independent auditor, assurance
that Section 10A(b) of the Exchange Act has not been implicated. The
Committee shall inquire and review with management the Company's compliance
with applicable laws and regulations and, where applicable, recommend
policies and procedures for future compliance. The Committee shall review
with management and the independent auditor any correspondence with
regulators or governmental agencies and any published reports that raise
material issues regarding the Company's financial statements or accounting
policies. The Committee shall also review with the Company's General
Counsel legal matters that may have a material impact on the financial
statements or the Company's compliance policies
The Committee shall review and approve all related-party transactions.
The Committee shall establish procedures for the receipt, retention and
treatment of complaints received by the Company regarding accounting,
internal accounting controls or reports which raise material issues
regarding the Company's financial statements or accounting policies.
LIMITATION OF AUDIT COMMITTEE'S ROLE
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements and disclosures are
complete and accurate and are in accordance with generally accepted accounting
principles and applicable rules and regulations. These are the responsibilities
of management and the independent auditor.
4
PARKERVISION, INC. - PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING TO BE HELD ON JUNE 26, 2003
The undersigned Shareholder(s) of PARKERVISION, INC., a Florida
corporation ("Company"), hereby appoints Jeffrey L. Parker and Todd
P Parker, or either of them, with full power of substitution and to act
without the other, as the agents, attorneys and proxies of the
undersigned, to vote the shares standing in the name of the
undersigned at the Annual Meeting of Shareholders of the Company to be
held on June 26, 2003 and at all adjournments thereof. This proxy will
be voted in accordance with the instructions given below. If no
R instructions are given, this proxy will be voted FOR all of the
following proposals.
1. Election of the following Directors:
FOR all nominees listed AGAINST all
O below except as marked nominees
to the contrary below [ ] listed below [ ]
Jeffrey L. Parker, Todd Parker, David F. Sorrells,
William A. Hightower, Richard A. Kashnow, William L. Sammons,
Papken S. Der Torossian
X
INSTRUCTIONS: To vote AGAINST any individual nominee, write that
nominee's name in the space below.
_____________________________________________
Y 2. In their discretion, the proxies are authorized to vote upon such
other business as may come before the meeting or any adjournment
thereof.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
[ ] I plan on attending the Annual Meeting.
Date: ___________________, 2003
______________________________
Signature
______________________________
Signature if held jointly
Please sign exactly as name appears
above. When shares are held by
joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by President or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.