AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1996
REGISTRATION NO. 333-5276-LA
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MICROVISION, INC.
(Name of small business issuer in its charter)
WASHINGTON 3679 91-1600822
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification
incorporation) Number)
2203 AIRPORT WAY SOUTH, SUITE 100, SEATTLE, WASHINGTON 98134
(206) 623-7055
(Address and telephone number of
Registrant's principal executive offices and principal place of business)
RICHARD F. RUTKOWSKI
CHIEF EXECUTIVE OFFICER
2203 AIRPORT WAY SOUTH, SUITE 100
SEATTLE, WASHINGTON 98134
(206) 623-7055
(Name, address, and telephone number of agent for service)
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COPIES TO:
John J. Halle Thomas P. Palmer
Ronald J. Lone William C. Stone
Laurie A. Smiley Tonkon, Torp, Galen,
Stoel Rives LLP Marmaduke & Booth
3600 Union Square 1600 Pioneer Tower
600 University Street 888 SW Fifth Avenue
Seattle, Washington 98101-3197 Portland, Oregon 97204
(206) 624-0900 (503) 221-1440
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Approximate date of commencement of sale to the public:
AUGUST 27, 1996
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, check the following box. [X]
<PAGE>
Pursuant to the Underwriting Agreement among Microvision, Inc., a
Washington corporation (the "Company"), Paulson Investment Company, Inc.
and marion bass securities corporation (the "Representatives"), the form of
which was filed as Exhibit 1.1 to the Registration Statement on Form SB-2,
as amended, Registration No. 333-5276-LA, with the Securities and Exchange
Commission on July 12, 1996, the Company granted to the Representatives an
option, exercisable during the 45-day period following the effective date
of the Registration Statement, to purchase up to a maximum of 337,500
Units, each unit comprising one share of the Company's common stock, no par
value ("Common Stock"), and one warrant to purchase one share of Common
Stock, to satisfy over-allotments in the sale of the Units (the
"Overallotment Option").
On October 22, 1996, the Representatives notified the Company that
they would not exercise the Overallotment Option. Accordingly, the Company
hereby deregisters the 337,500 Units constituting the Overallotment Option.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 27. EXHIBITS
1.1 Underwriting Agreement*
3.1 Amended and Restated Articles of Incorporation of Microvision,
Inc., as filed on August 14, 1996, with the Secretary of State of
the State of Washington*
3.3 Amended and Restated Bylaws of Microvision, Inc.*
4.1 Form of specimen certificate for Common Stock*
4.2 Form of Warrant for purchase of Common Stock*
4.3 Warrant Agreement*
4.4 Form of Representatives' Warrant for purchase of Units*
4.5 Form of 7% Convertible Subordinated Note due 1997*
5.1 Opinion of Stoel Rives LLP*
10.1 Project I Research Agreement between The University of Washington
and the Washington Technology Center and the H. Group, dated June
10, 1993*
10.2 Assignment of License and Other Rights between The University of
Washington and the Washington Technology Center and the H. Group,
dated July 25, 1993*
10.3 Project II Research Agreement between The University of
Washington and the Washington Technology Center and Microvision,
Inc., dated October 28, 1993*+
10.4 Exclusive License Agreement between The University of Washington
and Microvision, Inc., dated March 3, 1994 *+
10.5 Amended and Restated Employment Agreement between Microvision,
Inc., and Richard Rutkowski, effective October 1, 1994*
10.6 Employment Agreement between Microvision, Inc., and Stephen R.
Willey, dated May 1, 1996*
10.7 1993 Stock Option Plan*
10.8 1994 Combined Incentive and Nonqualified Stock Option Plan*
10.9 1995 Combined Incentive and Nonqualified Stock Option Plan*
10.10 1996 Stock Option Plan*
10.11 1996 Independent Director Stock Plan*
10.12 Office Lease Agreement by and between David A. Sabey and Sandra
L. Sabey and Microvision, Inc., dated December 22, 1995, as
amended*
II-1
<PAGE>
10.13 Form of Director Indemnification Agreement*
10.14 Exclusive License Agreement between The University of Washington
and Microvision, Inc., dated March 3, 1994*
11.1 Computation of Pro Forma Loss Per Share*
23.1 Consent of Price Waterhouse LLP*
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).*
24.1 Power of Attorney (included on signature page)*
27 Financial Data Schedule
- --------------------
* Previously filed.
+ Confidential treatment requested.
II-2
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, MICROVISION, INC., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form SB-2 and
authorized this Post-Effective Amendment to the Registration Statement to
be signed on behalf by the undersigned, thereunto duly authorized, in
Seattle, Washington on November 19, 1996.
MICROVISION, INC.
By RICHARD RUTKOWSKI
------------------------------------------
Richard Rutkowski
Chief Executive Officer and President
In accordance with the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment to the Registration Statement has
been signed by the following persons in the capacities indicated on
November 19, 1996.
SIGNATURE TITLE
RICHARD F. RUTKOWSKI Chief Executive Officer, President
- ------------------------------ and Director
Richard F. Rutkowski
STEPHEN R. WILLEY Executive Vice President and Director
- ------------------------------
Stephen R. Willey
RICHARD A. RAISIG Chief Financial Officer and Director
- ------------------------------
Richard A. Raisig
*
Director
- ------------------------------
Walter J. Lack
*
Director
- ------------------------------
Robert A. Ratliffe
*
Director
- ------------------------------
Jacob Brouwer
*
Director
- ------------------------------
Richard A. Cowell
* By Richard F. Rutkowski
-------------------------
Richard F. Rutkowski
Attorney-in-Fact
II-3
<PAGE>
EXHIBIT INDEX
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
AUDITED FINANCIAL STATEMENTS OF MICROVISION, INC., FOR THE YEAR ENDED
DECEMBER 31, 1995, AND FROM THE UNAUDITED FINANCIAL STATEMENTS FOR THE
SIX-MONTH PERIOD ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996
<PERIOD-END> DEC-31-1995 JUN-30-1996
<CASH> 98,500 462,400
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 167,900 521,300
<PP&E> 12,800 63,800
<DEPRECIATION> 3,700 9,000
<TOTAL-ASSETS> 179,000 628,500
<CURRENT-LIABILITIES> 543,900 772,500
<BONDS> 0 0
0 0
2,038,900 3,532,800
<COMMON> 4,745,900 4,793,700
<OTHER-SE> (7,149,700) (8,470,500)
<TOTAL-LIABILITY-AND-EQUITY> 179,000 628,500
<SALES> 0 0
<TOTAL-REVENUES> 29,300 27,200
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 2,968,900 (1,362,100)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (4,000) 2,600
<INCOME-PRETAX> (2,943,600) (1,332,300)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (2,943,600) (1,332,300)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,943,600) (1,332,300)
<EPS-PRIMARY> (.63) (.28)
<EPS-DILUTED> 0 0
</TABLE>
