As filed with the Securities and Exchange Commission on January 22, 2004
Registration No. 333-110712
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
PARKERVISION, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2971472
State or Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification Number)
8493 Baymeadows Way
Jacksonville, Florida 32256
Telephone (904) 737-1367
(Address of principal executive offices)
Jeffrey Parker, President
ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
Telephone (904) 737-1367
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
David Alan Miller, Esq.
Graubard Miller
600 Third Avenue
New York, New York 10016-2097
Telephone (212) 818-8800
Facsimile (212) 818-8881
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
___________________
THE INFORMATION IN THIS PROSPECTUS IS INCOMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE OF THESE
SECURITIES IS NOT PERMITTED.
SUBJECT TO COMPLETION, JANUARY 22, 2004
PROSPECTUS
PARKERVISION, INC.
2,310,714 SHARES OF COMMON STOCK
This prospectus covers up to 2,310,714 shares of common stock of
ParkerVision, Inc. that may be offered for resale for the account of the selling
stockholders set forth in this prospectus under the heading "Selling
Stockholders" beginning on page 10.
The selling stockholders may sell the shares, from time to time, at prices
based on the market at the time of sale. Our common stock is traded on the
Nasdaq National Market System under the symbol PRKR. On January 15, 2004 the
last reported sale price of our common stock was $9.06.
We will not receive any proceeds from the sale of the shares by the selling
stockholders.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is _________, 2004
-2-
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT PAGE OF THIS PROSPECTUS.
TABLE OF CONTENTS
BUSINESS SUMMARY...............................................................3
RISK FACTORS...................................................................6
USE OF PROCEEDS...............................................................10
SELLING STOCKHOLDERS..........................................................11
PLAN OF DISTRIBUTION..........................................................13
LEGAL MATTERS.................................................................14
EXPERTS.......................................................................14
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................14
_____________________________________________
BUSINESS SUMMARY
GENERAL
ParkerVision, Inc., referred to in this prospectus as ParkerVision, we or
us, is a company engaged in two lines of business. One is the wireless division
engaged in the development and marketing of Direct2DataTM or D2DTM technology, a
wireless direct conversion radio frequency technology, and associated products.
The other is the video products division engaged in the design, development and
marketing of automated production systems and automated video camera control
systems.
We were incorporated under the laws of the State of Florida on August 22,
1989. Our executive offices are located at 8493 Baymeadows Way, Jacksonville,
Florida 32256. Our telephone number is (904) 737-1367.
OPERATING HISTORY
Since our founding, ParkerVision has operated at a loss in each fiscal
year. We began offering video products in 1990 and that division currently
operates at a small loss. We began offering wireless products in the third
quarter 2003, but to date, that division has operated at a substantial loss each
year. Revenues for our wireless division products, to date, have been
inconsequential, especially when compared with our expenses of operations and
the research and development costs incurred in each of our past operating
periods. Through September 30, 2003, we have an accumulated deficit of
$89,888,723. To date, our operations have been funded by the sale of equity
securities, the most recent of which was completed in November 2003, and
revenues from our video division products.
Our financial statements as of December 31, 2002, included an explanatory
paragraph in the audit opinion regarding the company's requirement to obtain
additional funding in order to continue its business plan beyond 2003. During
fiscal year 2003, we reduced some of our expenses and in March and November 2003
raised an aggregate of approximately $25,000,000 in additional capital from the
sale of common stock. We believe that the current cash and investments of the
company are sufficient to fund
-3-
operations for at least the next 12 months. Therefore, the financial issues
impacting the implementation of our business plan at December 31, 2002 and
during the earlier part of fiscal 2003 are not currently issues. Nonetheless, we
expect to continue to have significant research and development costs and
marketing expenses in the near term, and we do not expect that revenues will
cover all our operating expenses in fiscal year 2004. Therefore, in the future
we may have to raise additional capital.
WIRELESS DIVISION
We have developed radio frequency transceivers based on what we believe to
be an entirely new electronic circuit configuration and design. We market these
under the names Direct2Data or D2D. We believe our D2D technology enables the
creation of practical, high performance transceivers that reduce or eliminate
transmission and receiving problems when compared to fundamental circuit
configurations based on solutions developed over fifty years ago.
We believe that our D2D technology is superior in several different ways
over that which is commonly used today in transceiver devices such that, once it
is recognized for its capabilities, it will replace the older technologies
currently in use in significant numbers and kinds of products. Current widely
available transceiver products have inherent transmission and receiving
limitations. When compared to the D2D technology, we believe these limitations
compromise the performance of the transceivers, use more power to drive them,
are more expensive to manufacture and must be larger (heavier) in overall size
to function at levels similar to products using the D2D technology. Our D2D
technology has addressed these limitations, and we believe result in a
technology that will reduce or eliminate these issues. Wireless products that
employ the D2D technology, when compared to other products, have the ability to
function at farther distances, with increased connection reliability, may be
manufactured less expensively and use less power to drive them.
Although we believe our technology is applicable to all wireless markets,
we are initially targeting wireless local area networking applications.
In September 2003, we introduced the first D2D-based product, which is a
wireless local area network card marketed under the trade name Horizons(TM). In
December 2003, we added a wireless four-port router and a wireless universal
serial bus adaptor to our product line. We launched a website to promote and
directly sell our wireless local area networking consumer products.
Additionally, we entered into a sales and marketing agreement with an Internet
based retailer and are exploring additional channels of distribution. We also
are currently marketing our designs and semiconductor products to product
manufacturers for integration into their products. As our products and
capacities permit, we plan to develop other commercialization strategies. These
commercialization efforts are likely to include strategic relationships with
other companies for development, marketing and/or distribution.
We will continue our development efforts on the D2D technology and devote
substantial amounts of our human and financial resources to these endeavors. Our
research efforts in the future currently are planned to focus on the development
of products complimentary to our existing products and application specific
products directed to improving presence and market share, and the continued
enhancement of our current technology.
VIDEO DIVISION
The video division engages in the design, development and marketing of
automated live television production systems, marketed under the tradename
PVTV(TM), and automated video camera control systems, marketed under the
tradename CameraMan(R). ParkerVision also provides training, support and other
services related to these products.
-4-
PVTV systems are targeted primarily at, and sold directly to broadcasters
in the US and Canada and are designed specifically to meet the needs of studio
production markets. The PVTV product line combines a professional, broadcast
television quality video production system that integrates video, audio,
teleprompter, machine control such as video tape replays, audio and video
servers, character generators and still stores as well as camera control
functions into an intelligent one or two-operator station. PVTV systems also
typically incorporate two or more of the ParkerVision three chip camera systems.
The system is designed to allow organizations to economize resources by
maximizing their production capabilities. A single operator can control, in
parallel, the production functions that require as many as four to twelve
individuals to operate using traditionally available broadcast equipment.
While we have focused almost all of our sales and marketing efforts on PVTV
NEWS(TM) systems for the US and Canada broadcast markets, we believe there are
many other attractive vertical markets to penetrate, including education,
corporate, government and religious markets. Our sales of these products is
through our sales staff.
The CameraMan systems were initially developed to allow the creation of
professional-quality video communication by non-professional video users. We
market the CameraMan systems to certain educational and videoconferencing
segments of the commercial market that utilize audiovisual solutions for various
communicating, training, presenting, and educating needs. The CameraMan products
are offered in a variety of application-specific packages designed for these
markets. These packages now include only three-chip imaging cameras. We also
offer a higher quality digital three-chip CameraMan system targeted toward the
broadcast and professional video user. Distribution of this product line, for
the most part, is through third-parties.
ParkerVision also offers experienced professional services that complement
the PVTV system purchase. ParkerVision utilizes in-house trainers, project
managers and support staff to guide the broadcaster through the transition from
a traditionally manual production environment to an automated control room
system as well as provide extended support services after the transition is
completed. Managing the transition to automation in a broadcast environment
requires extensive planning and training. Training includes a basic PVTV system
overview, advanced functionality and workflow processes, shadowing existing
newscasts to simulate the process, talent rehearsals and finally recovery
training so that PVTV operators are properly prepared for the transition.
Our development efforts continued to focus on enhancements to the PVTV
product line, including a scalable system platform and add-on modules which
enhance or add features and functionality.
PATENTS
We have approximately 46 issued patents and 132 patent applications filed
in the United States and in foreign jurisdictions. We believe the number and
scope of these patents are an important asset of ParkerVision and gives it a
significant competitive advantage.
-5-
RISK FACTORS
The shares of common stock being offered hereby are speculative and should
not be purchased by anyone who cannot afford a loss of their entire investment.
Before making an investment in ParkerVision, you should carefully consider the
risks described below.
PARKERVISION HAS A HISTORY OF LOSSES. CONTINUED OPERATING LOSSES, WITHOUT
SUFFICIENT OFFSETTING CAPITAL, WILL IMPAIR OUR ABILITY TO IMPLEMENT OUR BUSINESS
PLAN AND CONTINUE IN OPERATIONS.
ParkerVision has had losses in each year since its inception in 1989. For
the fiscal years 2001 and 2002 and for the nine months ended September 30, 2003,
our losses were approximately $16,600,000, $17,300,000 and $16,200,000,
respectively. We had an accumulated deficit of $89,888,723 at September 30,
2003. In our financial statements at December 31, 2002 and during 2003, we
indicated that the long-term financial condition of the company was dependent on
either generating revenues to off-set our operating expenses or raising
additional capital. Our recent operating losses have resulted from declining
revenues of our video products and insufficient sales of our wireless products
and technology. We also have continued our expenditures on research and
development of both video and wireless products and pursing patent protection
for our intellectual property. If we are not able to generate sufficient
revenues, and we have insufficient capital resources, we will not be able to
implement our business plan and investors will suffer a loss in their
investment.
PARKERVISION MAY REQUIRE ADDITIONAL CAPITAL TO FUND ITS OPERATIONS BECAUSE OF
EXPECTED CONTINUED OPERATING LOSSES. PARKERVISION MAY NOT BE ABLE TO RAISE
CAPITAL OR RAISE CAPITAL AT ACCEPTABLE COSTS IN WHICH EVENT, WE WILL NOT BE ABLE
TO IMPLEMENT OUR BUSINESS PLAN.
Because ParkerVision has had net losses and, to date, has not generated
positive cash flow from operations, it has funded its operating losses from the
sale of equity securities from time to time. The most recent sales were of
common stock sold in two private placements in March 2003 and November 2003 in
which it raised an aggregate of approximately $25,000,000. ParkerVision
anticipates that its business plan will continue to require significant
expenditures for research and development, patent protection, manufacturing,
marketing and general operations. ParkerVision's current capital resources are
expected to sustain operations for at least the next 12 months. Therefore,
unless we increase revenues to a level that they cover operating expenses or
reduce costs, we may require additional capital in the future to fund these
expenses. Financing, if any, may be in the form of loans or additional sales of
equity securities. A loan or the sale of preferred stock may result in the
imposition of operational limitations and other covenants and payment
obligations, any of which may be burdensome to ParkerVision. The sale of equity
securities will result in dilution to the current stockholders' ownership.
ParkerVision does not have any plans or arrangements for additional financing at
this time.
MICROELECTRONIC HARDWARE AND SOFTWARE IS SUBJECT TO RAPID TECHNOLOGICAL CHANGES
THAT REQUIRE PARKERVISION TO DEVELOP AND MARKET ENHANCEMENTS TO CURRENT PRODUCTS
AND DEVELOP NEW PRODUCTS. IF PARKERVISION IS UNABLE TO KEEP ABREAST OR SURPASS
DEVELOPMENTS IN ITS INDUSTRY, IT WILL LOSE COMPETITIVE ADVANTAGE AND MARKET
OPPORTUNITY.
Because of the rapid technological development that regularly occurs in the
microelectronics industry, ParkerVision must continually devote substantial
resources to developing and improving its technology and introducing new product
offerings and creating new products. For example, in fiscal year 2002 and for
the nine months ended September 30, 2003, we spent approximately $13,900,000 and
$11,600,000, respectively, on research and development, and in the coming year
we expect to spend a similar amount. These efforts and expenditures are
necessary to establish and increase market share and
-6-
grow revenues. If another company offers better products or ParkerVision
development lags, a competitive position or market window opportunity may be
lost, and therefore the revenues or the potential of revenues of ParkerVision
may be adversely affected.
PARKERVISION'S TECHNOLOGY MAY NOT RESULT IN PRODUCTS THAT ARE COMMERCIALLY
ACCEPTED. IF THAT HAPPENS, THE INVESTMENT BY PARKERVISION WILL BE LOST, AND
PARKERVISION'S FUTURE BUSINESS CONTINUATION WILL BE IMPAIRED.
There can be no assurance that the company's results of the research and
development will produce commercially viable technologies and products. If new
technologies and products are not commercially accepted, the funds expended will
not be recoverable, and ParkerVision's competitive and financial position will
be adversely affected. In addition, perception of ParkerVision's business
prospects will be impaired with an adverse impact on its ability to do business
and to attract capital and employees.
PARKERVISION NEEDS TO ACHIEVE MARKET ACCEPTANCE OF ITS D2D TECHNOLOGY. IF THE
MARKET REJECTS OUR TECHNOLOGY OUR INVESTMENT IN IT WILL BE LOST AND PARKERVISION
WILL BE ADVERSELY IMPACTED FROM A FINANCIAL AND BUSINESS PROSPECT POINT OF VIEW.
The ParkerVision wireless technology represents what we believe to be a
significant change in the circuit design of wireless radio-frequency
communications. To achieve market acceptance, we will need to demonstrate the
benefits of its technology over more traditional solutions through the
development of marketable products and aggressive marketing. In many respects,
because the D2D technology is a radically different approach in its industry, it
is very difficult for ParkerVision to predict the final economic benefits to
users of the technology and the financial rewards that ParkerVision might
expect. If the D2D technology is not established in the market place as an
improvement over current, traditional solutions in wireless communications, our
business prospects and financial condition will be adversely affected.
IF PARKERVISION'S PATENTS DO NOT PROVIDE THE ANTICIPATED MARKET PROTECTIONS, ITS
COMPETITIVE POSITION WILL BE ADVERSELY AFFECTED.
ParkerVision has been awarded 46 patents and has approximately 132 patent
applications pending relating to its microelectronic technologies. ParkerVision
relies on these to provide competitive advantage and protect it from theft of
its intellectual property. ParkerVision believes that many of these patents are
for entirely new technologies. If the patents are not issued or issued patents
are later shown not to be as broad as currently believed or otherwise challenged
such that some or all of the protection is lost, ParkerVision will suffer
adverse effects from the loss of competitive advantage and its ability to offer
unique products and technologies. Concomitantly, there would be an adverse
impact on its financial condition and business prospects.
PARKERVISION WIRELESS COMMUNICATIONS USE RADIO FREQUENCY TECHNOLOGY SUBJECT TO
REGULATION BY THE FEDERAL COMMUNICATIONS COMMISSION. WE MUST COMPLY WITH THESE
REGULATIONS IN ORDER TO MARKET OUR PRODUCTS. WITHOUT COMPLIANCE WE WILL NOT BE
ABLE TO MARKET OUR PRODUCTS WITH A RESULTING LOSS OF BUSINESS AND PROSPECTS.
ParkerVision must obtain approvals from the United States Federal
Communications Commission for the regulatory compliance of its products in the
United States. ParkerVision also may have to obtain approvals from equivalent
foreign government agencies where its products are sold internationally.
Currently, ParkerVision has obtained all required approvals. Generally the
approval process is routine and takes one to two months without substantial
expense. In the event, however, that approval is not obtained, or there is a
change in current regulation that impacts issued approvals or the approval
process, there may be an impact on the ability of ParkerVision to market its
products and on the business prospects of ParkerVision.
-7-
IF THE PVTV AND CAMERA SYSTEM PRODUCTS CANNOT COMPETE WITH OTHER PRODUCTS IN THE
MARKET PLACE, THERE WILL BE REDUCED SALES AND REVENUES AND A LOSS OF PRIOR
RESEARCH AND MARKETING INVESTMENT BY THE COMPANY.
The broadcast studio production industry is highly competitive. There are
many other companies that offer products that singly or in combination can
compete directly or indirectly with those of ParkerVision. The principal
competitors include Chryon Corporation, Harris Corporation, Pinnacle Systems,
Leitch Technology Corporation, Seachange Corporation, Sony Corporation, and
Thompson/Grass Valley, among others. Each of these companies are well
established, have substantially greater financial and other resources and have
established reputations or success in the development, sale and service of
products. They also have significant advertising budgets that permit them to
implement extensive advertising and promotional campaigns in response to
competitors. If these or other companies improve or change their products or
launch significant marketing efforts in the market segments in which
ParkerVision operates, ParkerVision may lose market share and revenue
opportunities.
PARKERVISION EXPECTS COMPETITION IN CONNECTION WITH ITS DIRECT2DATA TECHNOLOGY.
IF PARKERVISION CANNOT DEMONSTRATE THAT ITS D2D PRODUCTS CAN COMPETE IN THE
MARKETPLACE, THEN WE WILL NOT BE ABLE TO GENERATE THE SALES WE NEED TO CONTINUE
OUR BUSINESS.
In respect of the current product offerings, ParkerVision now faces
competition from other chip suppliers such as Philips, Texas Instruments, Analog
Devices and Broadcom, and also in finished products suppliers such as Netgear,
Cisco, Proxim and D.Link. In respect of future product offerings, it is likely
that ParkerVision will face competition from entities such as Qualcom, Nokia,
Panasonic, Sony and Samsung. This technology may also face competition from
other emerging approaches or new technological advances which are under
development and have not yet emerged.
PARKERVISION OBTAINS CRITICAL COMPONENTS FOR ITS PRODUCTS FROM VARIOUS
SUPPLIERS, SOME OF WHICH ARE SINGLE SOURCES, WHICH PUTS PARKERVISION AT RISK IF
THEY DO NOT FULFILL THE PARKERVISION REQUIREMENTS OR THEY INCREASE PRICES THAT
CANNOT BE PASSED ON.
Both the video and wireless divisions of ParkerVision obtain critical
components from various suppliers, including Leitch Incorporated, Snell &
Wilcox, Zydas, Texas Instruments, Panasonic and Television Equipment
Association. Some of these are single sources. Because ParkerVision depends on
outside sources for supplies of various parts of its products, ParkerVision is
at risk that it may not obtain these components on a timely basis or may not
obtain them at all due to lack of capacity, parts shortages in the overall
marketplace and other disruptions at these sources, among other things. To date,
ParkerVision has not experienced any significant problems with sources of
components that have affected its ability to fulfill its obligations in a timely
fashion. In addition, ParkerVision has neither ended or had terminated any
supply arrangements of critical components where an alternative has not been
readily available. Notwithstanding its past history of supplies and maintaining
inventory of some components, if ParkerVision is unable to obtain its components
from the current sources, its business would be disrupted, and it would have to
expend some of its resources to modify its products or find new suppliers and
work with them to develop appropriate components. Although ParkerVision has been
able to pass on price increases encountered to date, ParkerVision is at risk for
increases in prices imposed by sources over which ParkerVision has no control.
Any inability of ParkerVision to obtain components or absorb price increases may
have an adverse effect on its own ability to fulfill orders and on its financial
condition.
-8-
PARKERVISION IS DEPENDENT ON ACCEPTANCE OF ITS PVTV PRODUCTS AND THE QUALITY OF
THEIR PERFORMANCE WHILE IN USE. IF PVTV PRODUCTS ARE NOT SUCCESSFULLY SOLD OR
EXHIBIT OPERATIONAL PROBLEMS, PARKERVISION'S REVENUES WILL BE SIGNIFICANTLY
AFFECTED.
The PVTV products of ParkerVision were introduced in 1998 and generated
revenues of approximately $10,700,000 for the twelve months ended December 31,
2002 and $4,600,000 for the nine months ended September 30, 2003. ParkerVision
also receives substantial revenues through support contracts on its PVTV
products. If the company is unable to sell the PVTV products to broadcasters
that seek a new way of operating or once in place the products do not meet the
requirements of customers, ParkerVision will lose product acceptance and market
share. The loss of its current customers and markets would diminish future
marketing opportunities and presence in the broadcast market segment in which it
seeks to be a presence and adversely affect current and future revenues.
PARKERVISION BELIEVES THAT IT WILL RELY, IN LARGE PART, ON KEY BUSINESS
RELATIONSHIPS FOR THE SUCCESSFUL COMMERCIALIZATION OF ITS D2D TECHNOLOGY, WHICH
IF NOT DEVELOPED OR MAINTAINED, WILL HAVE AN ADVERSE IMPACT ON ACHIEVING MARKET
AWARENESS AND ACCEPTANCE AND LOSS OF BUSINESS OPPORTUNITY.
To achieve a wide market awareness and acceptance of its D2D technology, as
part of its business strategy, ParkerVision will attempt to enter into a variety
of business relationships with other companies which will incorporate the D2D
technology into their products and/or market products based on D2D technology
through retail or direct marketing channels. From time to time, the company has
had discussions for OEM and other types of supply arrangements of its wireless
technology and products, but to date, no supply and similar agreements have been
concluded. This commercialization avenue is in addition to the direct marketing
that we are engaged in through its Direct2Data.com website. ParkerVision's
successful commercialization of the D2D technology will depend in part on its
ability to meet its obligations under contracts in respect of its D2D technology
and related development requirements and the other parties using the D2D
technology as agreed. The failure of the business relationships will limit the
commercialization of the ParkerVision D2D technology which will have an adverse
impact on the business development of ParkerVision and its ability to generate
revenues and recover development expenses.
PARKERVISION HAS LIMITED EXPERIENCE IN THE COMMERCIAL DESIGN AND THE
OUT-SOURCING OF THE MANUFACTURE OF ELECTRONIC CHIPS THAT MAY RESULT IN
PRODUCTION INADEQUACIES, DELAYS AND REJECTION.
ParkerVision has established foundry relationships with semiconductor
companies to manufacture the electronic chips that employ its proprietary
designs to supply its production needs and those of other potential end users.
To date, ParkerVision has entered into one foundry agreement, and purchases its
needs on a purchase order basis. ParkerVision has limited experience in the
commercial design and the manufacture of these kinds of electronic chips. If
there are design flaws or manufacturing errors resulting from our inexperience,
there may be resulting delays or loss of customer acceptance of the electronic
chips. Either of these may be a breach of our agreements to supply chips or may
cause a loss of customer willingness to use ParkerVision products. These may
result in loss of commercialization opportunities as well as revenues and cause
additional, unanticipated expenses with adverse financial effect.
PARKERVISION MAY ENCOUNTER MANUFACTURING DIFFICULTIES OR DELAYS IN CONNECTION
WITH SOME OF ITS PRODUCTS WHICH MAY HAVE AN ADVERSE EFFECT ON ITS SALES AND
REVENUES.
ParkerVision manufactures some of its products and in the future expects to
add additional products to its manufacturing capabilities. From time to time it
has experienced delays in starting production and maintaining production amounts
at the quality levels necessary for its products. Similar
-9-
issues may also arise with independent manufacturers that ParkerVision may
employ from time to time. In the event any of these issues becomes a long term
or permanent problem, sales would be adversely affected and revenues and market
acceptance adversely impacted.
PARKERVISION IS HIGHLY DEPENDENT ON MR. JEFFERY PARKER AS ITS CHIEF EXECUTIVE
OFFICER WHOSE SERVICES, IF LOST, WOULD HAVE AN ADVERSE IMPACT ON THE LEADERSHIP
OF PARKERVISION AND INDUSTRY AND INVESTOR PERCEPTION ABOUT PARKERVISION'S
FUTURE.
Because of Mr. Parker's position in the company and the respect he has
garnered in the industries in which ParkerVision operates and from the
investment community, the loss of the services of Mr. Parker might be seen as an
impediment to the execution of the ParkerVision business plan. If Mr. Parker
were no longer available to the company, investors may experience an adverse
impact on their investment. Mr. Parker has an employment contract that expires
in September 2005. ParkerVision maintains key-employee life insurance for its
benefit on Mr. Parker.
PARKERVISION IS DEPENDENT ON HIRING HIGHLY SKILLED EMPLOYEES FOR ITS RESEARCH
AND DEVELOPMENT FUNCTIONS, PRODUCT DEVELOPMENT AND SALES AND SERVICING. IF
PARKERVISION IS UNABLE TO ATTRACT THE KINDS OF EMPLOYEES IT NEEDS, IT WILL NOT
BE ABLE TO EXECUTE ITS RESEARCH AND DEVELOPMENT PLANS OR PROVIDE THE HIGHLY
TECHNICAL SERVICES THAT ITS PRODUCTS REQUIRE.
The business of ParkerVision is very specialized in the areas of automated
broadcast and production systems and video camera control systems and wireless
direct conversion technology. Because these areas of business are extremely
specialized, ParkerVision is dependent on having skilled and specialized
employees to conduct its research and development activities, manufacturing,
marketing and support. The inability to obtain these kinds of persons will have
an adverse impact on its business development because persons will not obtain
the information or services expected in the markets and may prevent ParkerVision
successfully implementing its current business plans.
THE OUTSTANDING OPTIONS AND WARRANTS MAY AFFECT THE MARKET PRICE AND LIQUIDITY
OF THE COMMON STOCK.
At December 31, 2003, ParkerVision had 17,959,504 shares of common stock
outstanding and had issued options and warrants to purchase 7,565,727 shares of
common stock. There are 5,620,819 options and warrants currently exercisable,
and on each of December 31, 2004 and 2005, there will be 5,944,697 and
6,309,448, respectively, of the currently outstanding options and warrants
exercisable. All of the underlying common stock of these securities is or will
be registered for sale by ParkerVision to the holder or for public resale by the
holder. The amount of common stock available for the sales may have an adverse
impact on ParkerVision's ability to raise capital and may affect the price and
liquidity of the common stock in the public market. In addition, the issuance of
these shares of common stock will have a dilutive effect on the current
stockholders' ownership of ParkerVision.
PROVISIONS IN THE CERTIFICATE OF THE INCORPORATION AND BY-LAWS COULD HAVE
EFFECTS THAT CONFLICT WITH THE INTEREST OF STOCKHOLDERS.
Some provisions in the certificate of incorporation and by-laws of
ParkerVision could make it more difficult for a third party to acquire control.
For example, the board of directors has the ability to issue preferred stock
without stockholder approval, and there are pre-notification provisions for
director nominations and submissions of proposals from stockholders to a vote by
all the stockholders under the by-laws. Florida law also has anti-takeover
provisions in its corporate statute.
-10-
USE OF PROCEEDS
All the shares being offered by this prospectus are for the account of the
selling stockholders. ParkerVision will not receive any of the proceeds from the
sale of the shares by the selling stockholders.
SELLING STOCKHOLDERS
The following table provides certain information about the selling
stockholders' beneficial ownership of our common stock at January 15, 2004. It
is also adjusted to give effect to the sale of all of the shares offered by them
under this prospectus. Unless otherwise indicated, the selling stockholder
possesses sole voting and investment power with respect to the securities shown.
AFTER OFFERING
--------------------------
NUMBER OF SHARES NUMBER OF
BENEFICIALLY NUMBER OF SHARES
OWNED PRIOR TO PERCENTAGE SHARES BENEFICIALLY % OF
NAME OFFERING OF CLASS TO BE SOLD OWNED CLASS
---- -------- -------- ---------- ----- -----
Wellington Trust Company,
National Association Multiple
Common Trust Funds Trust,
Emerging Companies Portfolio 140,000 * 140,000 -0- *
Wellington Trust Company,
National Association Multiple
Collective Investment Funds
Trust, Emerging Companies
Portfolio 120,000 * 120,000 -0- *
Wellington Management Portfolios
(Dublin) - Global Smaller
Companies Equity Portfolio 4,500 * 4,500 -0- *
BayStar Capital II, LP 454,714 2.5% 454,714 -0- *
SEI Institutional Investments
Trust, Small Cap Fund 91,000 * 91,000 -0- *
SEI Institutional Managed Trust,
Small Cap Growth Fund 112,500 * 112,500 -0- *
Seligman Global Fund Series,
Inc., Seligman Global Smaller
Companies Fund 63,000 * 63,000 -0- *
Seligman Portfolios, Inc.,
Seligman Global Smaller
Companies Portfolio 2,000 * 2,000 -0- *
Government of Singapore
Investment Company Pte, Ltd 370,000 2.1% 370,000 -0- *
JB Were Global Small Companies
Pooled Fund 75,000 * 75,000 -0- *
Talvest Global Small Cap Fund 22,000 * 22,000 -0- *
-11-
AFTER OFFERING
--------------------------
NUMBER OF SHARES NUMBER OF
BENEFICIALLY NUMBER OF SHARES
OWNED PRIOR TO PERCENTAGE SHARES BENEFICIALLY % OF
NAME OFFERING OF CLASS TO BE SOLD OWNED CLASS
---- -------- -------- ---------- ----- -----
TELUS Corporation Foreign Equity
Active Plan 9,500 * 9,500 -0- *
New Zealand Funds Management
Limited 17,000 * 17,000 -0- *
British Columbia Investment
Management Corporation 43,000 * 43,000 -0- *
Telstra Super Pty Ltd. 22,000 * 22,000 -0- *
Oregon Investment Council 242,000 1.3% 242,000 -0- *
The Dow Chemical Employees'
Retirement Plan 85,000 * 85,000 -0- *
The Retirement Program Plan for
Employees of Union Carbide
Corporation 72,000 * 72,000 -0- *
Howard Hughes Medical Institute 87,000 * 87,000 -0- *
The Robert Wood Johnson
Foundation 95,000 * 95,000 -0- *
New York State Nurses
Association Pension Plan 52,000 * 52,000 -0- *
Ohio Carpenters' Pension Fund 30,000 * 30,000 -0- *
Laborers' District Council and
Contractors' of Ohio Pension
Fund 24,000 * 24,000 -0- *
Australian Retirement Fund 25,000 * 25,000 -0- *
Emergency Services
Superannuation Board 18,000 * 18,000 -0- *
Retail Employees Superannuation
Trust 27,000 * 27,000 -0- *
BC Telecom Pension Plan for
Management and Exempt
Employees 4,500 * 4,500 -0- *
David Cumming 3,000 * 3,000 53,400 *
________________________
* Less than 1.0%.
On November 14, 2003, ParkerVision consummated the sale of an aggregate of
2,310,714 shares of common stock in a private placement to a limited number of
institutional and other investors in a private placement pursuant to offering
exemptions under the Securities Act of 1933. The gross proceeds of the
-12-
offering were $20,218,747.50. ParkerVision engaged Wells Fargo Securities LLC as
placement agent pursuant to an agreement dated October 23, 2003, under which it
paid an aggregate of $1,243,124 in fees and expenses in connection with the
offering.
ParkerVision agreed to register the shares of common stock for resale by
the investors in the private placement. The registration provisions provide that
if the registration statement is not declared effective by February 14, 2004, or
the registration statement is suspended after it is declared effective, any
selling stockholder who owns shares of common stock purchased in the private
placement will be entitled to liquidated damages of 1% of the purchase price,
per month, on a pro rata daily basis, until the registration statement is
declared effective or available for use after a suspension. The maximum penalty
is limited to 10% of the purchase price. ParkerVision and the selling
shareholders, severally, have agreed to indemnify each other in certain
circumstances in connection with the registration statement.
PLAN OF DISTRIBUTION
The sale or distribution of the common stock may be made directly to
purchasers by the selling stockholders or by any donee, or permitted transferee
as principals or through one or more underwriters, brokers, dealers or agents
from time to time in one or more public or private transactions, including:
o block trades;
o on any exchange, Nasdaq or in the over-the-counter market;
o in transactions otherwise than on an exchange, Nasdaq or in the
over-the-counter market;
o through the writing of put or call options relating to the common
stock;
o the short sales of the common stock;
o through the lending of such common stock;
o by way of gift, settlement or contribution to capital;
o through the distribution of the common stock by any selling
stockholder to its partners, members or shareholders; or
o through a combination of any of the above.
Any of these transactions may be effected:
o at market prices prevailing at the time of sale;
o at prices related to such prevailing market prices;
o at varying prices determined at the time of sale; or
o at negotiated or fixed prices.
If any of the selling stockholder effects transactions to or through
underwriters, brokers, dealers or agents, these underwriters, brokers, dealers
or agents may receive compensation in the form of discounts, concessions or
commissions from the selling stockholder or purchasers. These discounts may be
in excess of those customary for the types of transactions involved.
The selling stockholders and any brokers, dealers or agents that
participate in the distribution of the common stock may be deemed to be
underwriters. Any profit on the sale of common stock by them and any discounts,
concessions or commissions received by any of the underwriters, brokers, dealers
or agents may be deemed to be underwriting discounts and commissions under the
Securities Act.
Under the securities laws of some states, the common stock may be sold in
these states only through registered or licensed brokers or dealers. In
addition, in some states, the common stock may not
-13-
be sold unless the common stock has been registered or qualified for sale in the
state or an exemption from registration or qualification is available and is
complied with.
The selling stockholders may also resell all or a portion of the common
stock in open market transactions in reliance upon Rule 144 under the Securities
Act. In these cases, they must meet the criteria and conform to the requirements
of that rule.
We will pay all of the costs, expenses and fees incident to the
registration of the common stock. The selling stockholders will pay the costs,
expenses and fees incident to the offer and sale of the common stock to the
public, including commissions, fees and discounts of underwriters, brokers,
dealers and agents. We have agreed to indemnify the selling stockholders against
certain liabilities, including liabilities under the Securities Act. We will not
receive any of the proceeds from the sale of any of the securities by the
selling stockholders.
LEGAL MATTERS
The legality of the common stock offered by this prospectus has been passed
upon by Graubard Miller.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
2002, have been so incorporated in reliance on the report (which contains an
emphasis-of-a-matter explanatory paragraph relating to the Company's significant
losses and negative cash flows and management's plans to continue the business
as described in Notes 2 and 19 to the financial statements) of
PricewaterhouseCoopers LLP, independent certified public accountants, given on
the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information about the public
reference room.
The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. This prospectus
incorporates by reference our documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, until all of the securities are sold.
o Annual Report on Form 10-K for the fiscal year ended December 31,
2002;
o Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
2003, June 30, 2003 and September 30, 2003;
o Current Report on Form 8-K dated September 4, 2003;
o Proxy Statement dated May 1, 2003, as amended, to be used in
connection with the annual meeting of shareholders on June 26, 2003;
and
-14-
o Form 8-A declared effective on November 30, 1993, registering our
common stock, under Section 12(g) of the Securities Exchange Act of
1934, as amended.
Potential investors may obtain a copy of any of our SEC filings, excluding
exhibits, without charge by written or oral request directed to ParkerVision,
Inc., Attention: Investor Relations, 8493 Baymeadows Way, Jacksonville, Florida
32256.
-15-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by us in connection with the
distribution of the securities being registered are as follows:
SEC Registration and Filing Fee................................ $ 1,615.13
Legal Fees and Expenses........................................ 15,000.00
Accounting Fees and Expenses................................... 6,000.00
Printing ..................................................... 500.00
Miscellaneous.................................................. 1,884.87
-------------
TOTAL................................................ $ 25,000.00
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.
-16-
ITEM 16. EXHIBITS
Incorporated by
Exhibit Reference from No. in
Number Description Document Document Filing Status
------ ----------- -------- -------- -------------
5.1 Opinion of Graubard Miller -- -- *
10.1 Form of Stock Purchase Agreement with each of -- -- *
the investors in the November 2003 private
placement who are the Selling Stockholders
10.2 Schedule of November 2003 Investors -- -- *
23.1 Consent of PricewaterhouseCoopers LLP -- -- Filed herewith
23.2 Consent of Graubard Miller (included in Exhibit -- -- *
5.1)
24.1 Power of Attorney (included on signature page -- -- *
of this Registration Statement)
___________________________
* Previously filed (original Registration Statement No. 333-110712)
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(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;
II-2
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to its registration statement (File Number:
333-110712) to be signed on its behalf by the undersigned, hereunto duly
authorized, in Jacksonville, Florida on January 20, 2004.
PARKERVISION, INC
(Registrant)
By: /s/ Jeffrey L. Parker
---------------------
Name: Jeffrey L. Parker
Title: Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey L. Parker, Todd Parker and David F.
Sorrells, and each of them, with full power to act without the other, such
person's true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign this Registration Statement, any and all
amendments thereto (including post-effective amendments), any subsequent
Registration Statements pursuant to Rule 462 of the Securities Act of 1933, as
amended, and any amendments thereto and to file the same, with exhibits and
schedules thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
By: * Chief Executive Officer January 20, 2004
------------------------- and Chairman of the
Jeffrey L. Parker Board (Principal Executive
Officer)
By: * President and Director January 20, 2004
-------------------------
William A. Hightower
By: * President, Video Business January 20, 2004
------------------------- Unit and Director
Todd Parker
By: * Chief Technical Officer January 20, 2004
------------------------- and Director
David F. Sorrells
By: * Secretary and Treasurer January 20, 2004
-------------------------
Stacie Wilf
By: * Chief Accounting Officer January 20, 2004
------------------------- (Principal Accounting
Cynthia L. Poehlman Officer)
II-4
By: * Director January 20, 2004
-------------------------
Richard A. Kashnow
By: * Director January 20, 2004
-------------------------
William L. Sammons
By: * Director January 20, 2004
-------------------------
Papken S. Der Torossian
* By Power of Attorney dated November 24, 2003
/s/ Jeffrey L. Parker
---------------------
Jeffrey L. Parker, Attorney-in-Fact
January 20, 2004
II-5