SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): March
5, 2008
PARKERVISION,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Florida
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0-22904
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59-2971472
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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7915
Baymeadow Way, Jacksonville, Florida
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32256
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (904)
737-1367
(Former
Name or Former Address, if Changed Since Last Report)
| Item 2.02 — |
Results of Operations and
Financial
Condition |
On
March
6, 2008,
the
Company issued a press release disclosing the completion of the private
placement disclosed in Item 3.02. The press release is included as Exhibit
99.1
hereto.
| Item 3.02 — |
Unregistered Sales of Equity
Securities |
On
March
5, 2008, the Company sold an aggregate of 1,240,199 shares of Common Stock,
$0.01 par value (“Common Stock”), for aggregate proceeds of approximately $9.3
million. The total number of shares that are subject to this offering represent
4.9 percent of the issued and outstanding shares of Common Stock immediately
prior to the offering. The Common Stock was sold under Section 4(2) of the
Securities Act of 1933, as amended, on a private placement basis, to domestic
institutional and accredited investors. The Company incurred approximately
$300,000 in placement agent commissions in connection with the
transacton.
The
Common Stock issued in the private offering will be registered by the Company
for re-offer and re-sale by the investors. The Company has committed to file
a
registration statement within 30 days of closing and to cause the registration
statement to become effective on or prior to the earlier of (i) the fifth
trading day following the date the Company is notified by the SEC that the
registration statement will not be reviewed or is no longer subject to review,
and (ii) 120 days after the closing date. If the Common Stock is not registered
for resale within those time periods, the Company will pay a liquidated damages
amount of one percent of the amount invested for each 30-day period (pro
rated)
until the filing or effectiveness of the registration statement, up to a
maximum
of ten percent.
The
Company intends to use the proceeds of the private placement for general
working
capital purposes.
| Item 9.01 — |
Financial Statement and
Exhibits |
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10.1 |
Form of Subscription Agreement for
Investors
dated March 5, 2008. |
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10.2 |
List of investors for Subscription
Agreement. |
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99.1 |
Press release, dated March 6, 2008,
announcing private placement. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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| Dated: March 6, 2008 |
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PARKERVISION, INC. |
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By: |
/s/
Cynthia Poehlman |
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Cynthia Poehlman
Chief Financial Officer
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