fp0003775_s8.htm
 
As filed with the Securities and Exchange Commission on November 18, 2011

Registration No. 333-_______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PARKERVISION, INC.
(Exact name of registrant as specified in its charter)

Florida
59-2971472
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification Number)

7915 BAYMEADOWS WAY, SUITE 400
JACKSONVILLE, FLORIDA 32256
(Address of Principal Executive Offices)

PARKERVISION, INC. 2011 LONG-TERM INCENTIVE EQUITY PLAN
(Full title of the plan)

Jeffrey Parker, Chairman of the Board
ParkerVision, Inc.
7915 Baymeadows Way, Suite 400
Jacksonville, Florida 32256
(904) 732-6100
(Name, address and telephone number, including area code, of agent for service)

with a copy to:

David Alan Miller, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue - 19th floor
New York, NY  10174-1901

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  [  ]
Accelerated filer [  ]
Non-accelerated filer  [  ]
(Do not check if a smaller reporting company)
Smaller reporting company  [X]
 
 
 
 
 
CALCULATION OF REGISTRATION FEE

Title of securities
to be registered
Amount to be
registered (1)
Proposed
maximum
offering price
per share
Proposed
maximum
aggregate
offering price
Amount of
registration fee
Common Stock, par value $.01 per share
2,750,000 shares
$0.985(2)
$2,708,750
$310.42
Common Stock, par value $.01 per share
2,250,000 shares
$0.890(3)
$2,002,500
$229.49
Total
      
$539.91

(1)
Pursuant to Rule 416, this registration statement also covers such additional securities that may be offered pursuant to the terms of the ParkerVision, Inc. 2011 Long-Term Incentive Equity Plan, as a result of one or more adjustments under the plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.

(2)
Pursuant to Rule 457(c) and 457(h) promulgated under the Securities Act of 1933, as amended, the proposed maximum offering price per share for shares not subject to outstanding options was calculated on the basis of the average of the high and low prices of our common stock as reported on the NASDAQ Capital Market on November 17, 2011.

(3)
Pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended, the proposed maximum offering price per share for shares subject to outstanding options was calculated based on the price at which the options may be exercised.


In accordance with the provisions of Rule 462 promulgated under the Securities Act of 1933, as amended, the Registration Statement will become effective upon filing with the Securities and Exchange Commission.
 
 
 
 
 
 
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1.
Plan Information.*
 
Item 2.
Registrant Information and Employee Plan Annual Information.*
 
*
The information required by this Part I is omitted from this Registration Statement in accordance with rules and regulations under the Securities Act of 1933, as amended (“Securities Act of 1933”), and the Note to Part I of the Instructions to Form S-8. The documents containing the information specified in this Part I will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act of 1933. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.
 
 
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.
Incorporation of Documents by Reference.
 
The following documents that we have previously filed with the SEC are incorporated by reference in this registration statement:
 
 
·
Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (filed on March 31, 2011);
 
 
·
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2011 (filed on May 16, 2011), June 30, 2011 (filed on August 15, 2011), and September 30, 2011 (filed on November 14, 2011);
 
 
·
Current Reports on Form 8-K dated February 4, 2011 (filed on February 8, 2011), March 25, 2011 (filed on March 25, 2011), March 30, 2011 (filed on March 30, 2011), May 12, 2011 (filed on May 12, 2011), July 20, 2011 (filed on July 20, 2011), July 21, 2011 (filed on July 25, 2011), August 5, 2011 (filed on August 8, 2011), September 9, 2011 (filed on September 9, 2011), September 14, 2011 (filed on September 14, 2011),September 28, 2011 (filed on September 30, 2011), October 17, 2011 (filed on October 19, 2011), and November 2, 2011 (filed on November 4, 2011);
 
 
·
Form 8-A declared effective on November 30, 1993, registering our common stock, under Section 12(g) of the Securities Exchange Act of 1934, as amended; and
 
 
·
Form 8-A effective on November 22, 2005, registering rights to purchase our Series E Preferred Stock, under Section 12(g) of the Securities Exchange Act of 1934, as amended.
 
All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), prior to the filing of a post-effective amendment which indicates that all the securities offered have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the respective date of filing. Any statement contained in a document incorporated by reference in this registration statement will be modified or superseded for all purposes to the extent that a statement contained in this registration statement or in any other subsequently filed document which is incorporated by reference modifies or replaces the statement.
 
Item 4.
Description of Securities.
 
Not applicable.
 
Item 5.
Interests of Named Experts and Counsel.
 
None.
 
 
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Item 6.
Indemnification of Directors and Officers.
 
The laws of 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 Securities and Exchange Commission that this indemnification is against public policy and is therefore unenforceable.
 
Item 7.
Exemption from Registration Claimed.
 
Not applicable.
 
Item 8.
Exhibits.
 
See the Exhibit Index, which is incorporated herein by reference.
 
Item 9.
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:
 
 
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(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) and 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
 
 
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
 
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the registration statement is on Form S-8, 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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
 
 
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
 
(h)        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the
 
 
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foregoing procedures, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as 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 against public policy  as expressed in the Act and will be governed by the final adjudication of such issue.
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on this 18th day of November, 2011.
 
 
PARKERVISION, INC.
     
 
By:
/s/ Jeffrey Parker
   
Jeffrey Parker, Chief Executive Officer

 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey L. Parker and Cynthia L. Poehlman, 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), 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.

Signature
 
  
Title
Date
By:
/s/ Jeffrey L. Parker
  
Chief Executive Officer and Chairman of the Board
November  18, 2011
 
Jeffrey L. Parker
   (Principal Executive Officer)  
         
By:
/s/ Cynthia L. Poehlman
  
Chief Financial Officer and Secretary
November 18, 2011
 
Cynthia L. Poehlman
   (Principal Accounting Officer)  
         
By:
/s/ David F. Sorrells
  
Chief Technical Officer and Director
November 18, 2011
 
David F. Sorrells
      
         
By:
/s/ William A. Hightower
  
Director
November 18, 2011
 
William A. Hightower
      

 
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Signature
 
  
Title
Date
By:
/s/ John Metcalf
  
Director
November 18, 2011
 
John Metcalf
      
         
By:
/s/ Robert G. Sterne
  
Director
November 18, 2011
 
Robert G. Sterne
      
         
By:
/s/ Nam P. Suh
  
Director
November 18, 2011
 
Nam P. Suh
      
         
By:
/s/ Papken S. Der Torossian
  
Director
November 18, 2011
 
Papken S. Der Torossian
 
 
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EXHIBIT INDEX

Exhibit No.
Description
   
4.1*
ParkerVision, Inc. 2011 Long-Term Incentive Equity Plan.
   
5.1*
Opinion of Graubard Miller.
   
23.1*
Consent of PricewaterhouseCoopers LLP, independent registered certified public accountants for Registrant.
   
23.2
Consent of Graubard Miller (included in Exhibit 5.1).
   
24.1
Power of Attorney (included on the signature page hereto).
 
*
Filed herewith.
 
 
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