Filed pursuant to Rule 424(b)(3)
File No. 333-76395
PROSPECTUS
MICROVISION, INC.
1,005,236 shares of Common Stock
564,343 Common Stock Purchase Warrants
These shares of common stock and common stock purchase warrants are being
offered and sold from time to time by one of our current shareholders. We issued
the shares and warrants, or reserved the shares for issuance, to the selling
shareholder in connection with an investment that the selling shareholder made
in the Company in April 1999.
The selling shareholder may sell the shares and warrants from time to time
at fixed prices, market prices, prices computed with formulas based on market
prices, or at negotiated prices, and may engage a broker or dealer to sell the
shares and warrants. For additional information on the selling shareholder's
possible methods of sale, you should refer to the section of this prospectus
entitled "Plan of Distribution" on page 14. We will not receive any proceeds
from the sale of the shares or warrants, but will bear the costs relating to the
registration of the shares and warrants.
Our common stock is traded on the Nasdaq National Market under the symbol
"MVIS." On June 30, 1999, the closing price for our common stock was $22.625 per
share.
-------------------------------
This shares offered in this prospectus involve a high degree of risk. You
should carefully consider the "Risk Factors" beginning on page 4 in determining
whether to purchase shares of our common stock or the common stock purchase
warrants.
-------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the shares, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-------------------------------
The date of this Prospectus is July 1, 1999.
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TABLE OF CONTENTS
Section Page
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Our Business ..................................................... 3
Risk Factors ..................................................... 4
Selling Shareholder .............................................. 11
Plan of Distribution ............................................. 13
Experts .......................................................... 14
Limitation of Liability and Indemnification ...................... 14
Information Incorporated by Reference ............................ 14
Available Information ............................................ 15
You should rely only on information contained or incorporated by reference
in this prospectus. See "Information Incorporated by Reference" on page 14.
Neither Microvision nor the selling shareholder has authorized any other person
to provide you with information different from that contained in this
prospectus.
The shares of common stock and common stock purchase warrants are not being
offered in any jurisdiction where the offering is not permitted.
The information contained in this prospectus is correct only as of the date
on the cover, regardless of the date this prospectus was delivered to you or the
date on which you acquired any of the shares or warrants.
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OUR BUSINESS
Microvision develops information display technologies that allow
electronically generated images and information to be projected to the retina of
the viewer's eye. We have developed prototype Virtual Retinal DisplayTM
("VRDTM") devices, including portable color and monochrome versions, and
currently are refining, developing and marketing our VRD technology for
commercial applications. We expect to commercialize our technology through the
development of products and as a supplier of personal display technology to
original equipment manufacturers. We believe the VRD technology will be useful
in a variety of applications, including portable communications and visual
simulation for defense, medical, industrial and consumer markets that may
include superimposing images on the user's field of vision. We expect that our
technology will allow for the production of highly miniaturized, lightweight,
battery-operated displays that can be held or worn comfortably. Microvision's
scanning technology also may be applied to the capturing of images, in such
possible applications as a digital camera or a bar code reader.
Our objective is to be a leading provider of personal display products
and imaging technology in a broad range of professional and consumer
applications. We intend to achieve this objective and to generate revenues by
licensing our technology to original equipment manufacturers of consumer
electronics products; providing engineering services associated with cooperative
development arrangements and research contracts; and manufacturing and selling
high-performance personal display products to professional users, directly or
through joint ventures.
Microvision was incorporated in 1993. Our principal executive offices
are located at 19910 North Creek Parkway, Bothell, WA 98011-3008, and our
telephone number is (425) 415-6847.
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RISK FACTORS
You should carefully consider the following factors and other information
in this prospectus before deciding to invest in Microvision's common stock or
warrants. You should not purchase any of the shares of common stock or common
stock purchase warrants unless you can afford a complete loss of your
investment.
Our Technology May Not Be Commercially Acceptable. Our success will depend
on the successful development and commercial acceptance of the VRD technology.
To achieve commercial success, this technology and products incorporating this
technology must be accepted by original equipment manufacturers and end users,
and must meet the expectations of our potential customer base. We cannot be
certain that the VRD technology or products incorporating this technology will
achieve market acceptance.
We Have Not Completed Development of a Commercial Product. Although we have
developed prototype VRD displays, we must undertake significant additional
research, development and testing before we are able to produce any products for
commercial sale. We cannot be certain that we will be successful in further
refining the VRD technology to produce marketable products. In addition, product
development delays or the inability to enter into relationships with potential
product development partners may delay the introduction of, or prevent us from
introducing, commercial products. Any delay in developing and producing, or the
failure to develop and produce, commercially viable products would have a
material adverse effect on our business, operating results, and financial
condition.
We Have Experienced Net Losses in Each Year of Operations and Do Not Expect
to Have Earnings At Least Through 2000. We have experienced net losses in each
year of operations and, as of March 31, 1999, had an accumulated deficit since
inception of $26.0 million. We incurred net losses of $3.5 million in 1996, $4.9
million in 1997, and $7.3 million in 1998. Our revenues to date have been
generated from development contracts. We do not expect to generate significant
revenues from product sales in the near future. The likelihood of our success
must be considered in light of the expenses, difficulties, and delays frequently
encountered by businesses formed to develop new technologies. In particular, our
operations to date have focused primarily on research and development of the VRD
technology and prototypes, and we have developed marketing capabilities only
during the past year. We are unable to estimate future operating expenses and
revenues based upon historical performance. Our operating results will depend,
in part, on matters over which we have no control, including, without
limitation:
o our ability to achieve market acceptance of the VRD technology and
products incorporating that technology;
o our ability to develop and manufacture commercially viable products
incorporating the VRD technology;
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o the level of contract revenues in any given period;
o our expense levels and manufacturing costs; and
o technological and other developments in the electronics, computing,
information display and imaging industries.
We cannot be certain that we will be successful in obtaining additional
development contracts, or that we will be able to generate purchase orders for
products incorporating the VRD technology. In light of these factors, we expect
to continue to incur substantial losses and negative cash flow at least through
2000 and possibly thereafter. We cannot be certain that the Company will become
profitable or cash flow positive at any time in the future.
We Rely on Our Patents and Other Proprietary Technology and May Be Unable
to Protect Them Adequately. Our success will depend in part on the ability of
the Company, the University of Washington, and the Company's other licensors to
maintain the proprietary nature of the VRD and related technologies. Although
our licensors have patented various aspects of the VRD technology and we
continue to file our own patent applications covering VRD features and related
technologies, we cannot be certain as to the degree of protection offered by
these patents or as to the likelihood that patents will be issued from the
pending patent applications. Moreover, these patents may have limited commercial
value or may lack sufficient breadth to protect adequately the aspects of our
technology to which the patents relate.
We cannot be certain that our competitors, many of which have substantially
greater resources than us and have made substantial investments in competing
technologies, will not apply for and obtain patents that will prevent, limit or
interfere with our ability to make and sell our products. In addition, we are
aware of several patents held by third parties that relate to certain aspects of
retinal scanning devices. These patents could be used as a basis to challenge
the validity of the University of Washington's patent rights, to limit the scope
of the University's patent rights or to limit the University's ability to obtain
additional or broader patent rights. A successful challenge to the validity of
the University's patents could limit our ability to commercialize the VRD
technology and, consequently, materially and adversely effect our business,
operating results, and financial condition.
Moreover, we cannot be certain that such patent holders or other third
parties will not claim infringement by the Company or by the University with
respect to current and future technology. Because U.S. patent applications are
held and examined in secrecy, it is also possible that presently pending U.S.
applications will eventually issue with claims that will be infringed by the
Company's products or the VRD technology. The defense and prosecution of a
patent suit would be costly and time-consuming, even if the outcome were
ultimately favorable to us. An adverse outcome in the defense of a patent suit
could subject us to significant liabilities, require the Company and others to
cease selling products that incorporate VRD technology or cease licensing the
VRD technology, or require disputed rights to be licensed from third parties.
Such licenses may not be available on satisfactory terms, or at all. Moreover,
if claims of infringement are asserted against future co-development partners or
customers of the Company, those partners or customers may seek indemnification
from us for damages or expenses they incur.
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We also rely on unpatented proprietary technology. Third parties could
develop the same or similar technology or otherwise obtain access to our
proprietary technology. We cannot be certain that we will be able to adequately
protect our trade secrets, know-how or other proprietary information or to
prevent the unauthorized use, misappropriation or disclosure of such trade
secrets, know-how or other proprietary information.
Our Rights to the VRD Technology Are Subject to Our License Agreement with
the University of Washington. Our success depends on technology that we have
licensed from the University of Washington. If the University of Washington were
to violate the terms of our license agreement, our business, operations, and
prospects could be materially and adversely affected. In addition, we could lose
the exclusivity under the UW License Agreement if we fail to respond timely to
claims of infringement with respect to the VRD technology. The loss of
exclusivity under the UW License Agreement could have a materially adverse
effect on the Company's business, operating results, and financial condition.
Our Future Success Depends on Collaboration with Third Parties. Our
strategy for developing, testing, manufacturing and commercializing the VRD
technology and products incorporating the VRD technology includes entering into
cooperative development and sales and marketing arrangements with corporate
partners, original equipment manufacturers, and other third parties. We cannot
be certain that we will be able to negotiate such arrangements on acceptable
terms, if at all, or that such arrangements will be successful in yielding
commercially viable products. If we are unable to establish such arrangements,
we would require additional working capital to undertake such activities on our
own and would require extensive manufacturing, sales and marketing expertise
that we do not currently possess. In addition, we could encounter significant
delays in introducing the VRD technology into certain markets or find that the
development, manufacture or sale of products incorporating the VRD technology in
such markets would not be feasible without, or would be adversely affected by
the absence of, such arrangements. To the extent that we enter into cooperative
development, sales and marketing or other joint venture arrangements, our
revenues will depend upon the efforts of third parties. We cannot be certain
that any such arrangements will be successful.
The Information Display Industry Is Highly Competitive and We May Not Be
Able to Keep Up With Rapid Technological Change. Our products and the VRD
technology will compete with established manufacturers of miniaturized CRT and
flat panel display devices, many of which have substantially greater financial,
technical and other resources than us and many of which are developing
alternative miniature display technologies. We also will compete with other
developers of miniaturized display devices.
The electronic information display industry has been characterized by
rapidly changing technology, accelerated product obsolescence, and continuously
evolving industry standards. Our success will depend upon our ability to further
develop the VRD technology and to introduce new products and features in a
timely manner to meet evolving customer requirements. We may not succeed in
these efforts. Our business and results of operations will be materially and
adversely affected if we incur delays in developing our products or if such
products do not gain broad market acceptance. In addition, our competitors may
develop information display technologies and products that would render the VRD
technology or our proposed products commercially infeasible or technologically
obsolete. We cannot be certain that the VRD technology or our
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proposed products will remain competitive with such advances or that we
will have sufficient funds to invest in new technologies or processes.
We Lack Manufacturing Capability. Our success depends in part on our
ability to manufacture our components and future products to meet high quality
standards in commercial quantities at competitive prices. To date, we only have
produced prototype products for research, development and demonstration
purposes, and currently lack the capability to manufacture products in
commercial quantities. Accordingly, we will be required to obtain access through
our partners or contract manufacturers to manufacturing capacity and processes
for the commercial production of our future products. We cannot be certain that
the Company will successfully obtain access to these manufacturing resources or,
if it does, that these resources will be able to manufacture components to our
design and quality specifications. Future manufacturing difficulties or
limitations of our suppliers could result in:
o a limitation on the number of products incorporating the VRD
technology that can be produced;
o unacceptably high prices for components, with a resulting loss of
profitability and loss of competitiveness for our products; and
o increased demands on our financial resources, possibly requiring
additional equity and/or debt financings to sustain our business
operations.
We Are Substantially Dependent on Partners in the Defense and Aerospace
Industries. Our revenues to date have been derived principally from product
development research relating to defense and aerospace applications of the VRD
technology. The Company believes that development programs and sales of
potential products in these markets will represent a significant portion of our
future revenues. Developments that adversely affect the defense and aerospace
sectors, including delays in government funding and a general economic downturn,
could, in turn, materially and adversely affect the Company's business and
operating results.
We May Require Additional Capital to Continue Implementing Our Business
Plan. The Company believes that its current cash and investment balances will
satisfy its budgeted capital and operating requirements for at least the next 12
months, based on our current operating plan. Actual expenses, however, may
exceed budgeted amounts and we may require additional capital to fund long-term
operations and business development. Our capital requirements will depend on
many factors, including, but not limited to, the rate at which we can develop
the VRD technology, our ability to attract partners for product development and
licensing arrangements, and the market acceptance and competitive position of
products that incorporate the VRD technology. We cannot be certain that we will
be able to obtain financing when needed or that we will be able to obtain
financing on satisfactory terms. If additional funds are raised through the
issuance of equity, convertible debt or similar securities, shareholders may
experience additional dilution and such securities may have rights or
preferences senior to those of the Common Stock. Moreover, if adequate funds
were not available to satisfy our short-term or long-term capital requirements,
we would be required to limit our operations significantly.
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A Substantial Number of Our Shares Are Eligible for Future Sale and Could
Depress Market Prices. The sale of a substantial number of shares of our common
stock in the public market or the prospect of such sales could materially and
adversely affect the market price of the common stock. As of June 24, 1999 we
had outstanding:
o 7,538,413 shares of common stock;
o publicly-traded warrants to purchase 2,273,926 shares of common stock;
o privately placed warrants and options to purchase 683,801 shares of
common stock; and
o "representative warrants" to purchase 186,250 shares of common stock.
Almost all of our outstanding shares of common stock may be sold without
substantial restrictions. In addition, as of June 24, 1999, we had granted
options under our option plans to purchase an aggregate of 2,423,520 shares of
common stock. All of the shares purchased under the option plans are available
for sale in the public market, subject in some cases to volume and other
limitations. We also have granted the holder of our Series B Stock options to
purchase an aggregate of 3,520 additional shares of Series B Stock convertible
into 200,000 shares of common stock.
Sales in the public market of substantial amounts of common stock,
including sales of common stock issuable upon conversion of the Series B Stock
or the exercise of the outstanding warrants, could depress prevailing market
prices for the common stock. Even the perception that such sales could occur may
adversely impact market prices.
Continued Development Funding is Uncertain; Our Quarterly Performance May
Vary Significantly. Our revenues to date have been generated from a limited
number of development contracts with U.S. government agencies and commercial
partners. If the U.S. government or our current and prospective commercial
partners were to reduce or delay funding of development programs involving new
information display technologies, our business, operating results, and financial
condition could be materially and adversely affected. In addition, our quarterly
operating results may vary significantly based on the status of particular
development programs and the timing of deliverables under specific development
agreements. Because of these factors, revenue, net income or loss and cash flow
may fluctuate significantly from quarter to quarter.
We Rely on Our Key Personnel. Our success depends on our officers and other
key personnel and on the ability to attract and retain qualified new personnel.
Achievement of our business objectives will require substantial additional
expertise in the areas of sales and marketing, technology and product
development, and manufacturing. Competition for qualified personnel in these
fields is intense, and the inability to attract and retain additional highly
skilled personnel, or the loss of key personnel, could have a material adverse
effect on our business, operating results and financial condition.
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We Face Potential Year 2000-Related Risks. The effect on the Company of an
internal Y2K failure, a third party Y2K failure or a combination of internal and
external Y2K failures could range from a minor disruption in our purchases to an
extended interruption in the information technology ("IT") and non-IT systems of
third parties whose operations materially impact our operations. Such an
interruption could result in a material adverse effect on the Company's
business, operating results, and financial position.
Our Products May Be Subject to Future Health and Safety Regulation. Except
for regulations related to the labeling of devices that emit electro-magnetic
radiation, we are not aware of any health or safety regulations applicable to
products incorporating the VRD technology. We cannot be certain, however, that
new health and safety regulations will not be promulgated that might materially
and adversely affect the Company's ability to commercialize the VRD technology.
Any such regulation could have a material and adverse effect on our business,
operating results, and financial condition.
Our Stock Price May Be Volatile. The trading price of our common stock
could be subject to significant fluctuations in response to, among other
factors:
o variations in quarterly operating results;
o changes in analysts' estimates;
o announcements of technological innovations by us or our competitors;
and
o general conditions in the information display and electronics
industries.
In addition, the stock market is subject to price and volume fluctuations that
particularly affect the market prices for small capitalization, high technology
companies. These fluctuations are often unrelated to the operating performance
of these companies.
Certain Provisions of our Articles Could Make a Proposed Acquisition That
is Not Approved by Our Board of Directors More Difficult. Our Amended and
Restated Articles of Incorporation give our Board of Directors the authority to
issue, and to fix the rights and preferences of, shares of our preferred stock
without shareholder action, which may have the effect of delaying, deterring or
preventing a change in control of the Company. Furthermore, the Articles of
Incorporation provide that the written demand of at least 25% of the outstanding
shares is required to call a special meeting of the shareholders. In addition,
certain provisions of Washington law could have the effect of delaying,
deterring or preventing a change in control of the Company.
We Do Not Anticipate Declaring Any Dividends. We have not previously paid
any dividends on our common stock and for the foreseeable future expect to
retain any earnings to finance the development and expansion of our business.
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Special Note Regarding Forward-Looking Statements
Some of the statements contained in this prospectus discuss future expectations,
contain projections or results of operations or financial condition or state
other "forward-looking" information. These statements are subject to known and
unknown risks, uncertainties and other factors that could cause the actual
results to differ from those contemplated by the statements and, therefore,
these statements are not guarantees of our future performance.
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SELLING SHAREHOLDER
On April 1, 1999, Capital Ventures International (the "selling
shareholder") acquired 440,893 shares of common stock (the "Initial Shares"), a
warrant to purchase 145,495 shares of common stock ("Series 1 Warrant") and a
warrant to purchase 418,848 shares of common stock ("Series 2 Warrant"). In
addition, if the Company's common stock trades below a certain level at the time
the registration statement of which this prospectus constitutes a part becomes
effective, the Company is obligated to issue up to an additional 225,774 shares
of common stock to the selling shareholder as Adjustment Shares. See "Risk
Factors - Additional Shares Potentially Issuable By Us Would Dilute Your
Shareholdings and Could Hinder Our Ability to Obtain Additional Financing." The
material terms of this transaction are described in the Company's Annual Report
on Form 10-K, which is incorporated by reference in this prospectus.
The Series 1 Warrant and Series 2 Warrant are exercisable at $19.05 and
$17.91 per share, respectively. These exercise prices are subject to adjustment
under certain circumstances in the event of stock splits, stock dividends,
recapitalizations, reclassifications, and similar events, and if the Company
sells certain securities at less than the market price (as defined in the
warrants) of the Company's common stock. The exercise price does not adjust for
changes in market price or other performance criteria. The Series 1 Warrant may,
under certain circumstances, be converted into shares of common stock in a
"cashless exercise" pursuant to which the converting holder may surrender to the
Company a number of shares of common stock having a market value equal to the
aggregate exercise price of the warrant being converted, reducing the total
number of shares to be issued by the Company upon such conversion.
In the registration statement of which this prospectus is a part, (i) the
Initial Shares, (ii) the maximum number of shares of common stock issuable upon
exercise of the Series 1 Warrant, (iii) the maximum number of shares issuable
upon exercise of the Series 2 Warrant, (iv) the Series 1 Warrant, and (v) the
Series 2 Warrant have been registered.
The following table sets forth certain information as of June 24, 1999,
regarding the ownership of the common stock by the selling shareholder and as
adjusted to give effect to the sale of the shares offered hereby. The
information relating to the shares beneficially owned by the selling shareholder
prior to the offering excludes the Adjustment Shares and the number of shares
issuable upon exercise of the Series 2 Warrant, which may not be exercised until
April 1, 2000. The information relating to the shares being offered hereby
represents:
o the Initial Shares; and
o the maximum number of shares of common stock issuable upon exercise of
the Series 1 Warrant and the Series 2 Warrant.
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<TABLE>
<CAPTION>
Ownership After
Shares Offering if All Shares
Beneficially Offered Hereby Are Sold
Owned Prior Shares Being
Selling Shareholder to Offering Offered Shares Percent
- ------------------------------ ------------ ------------ ------ -------
<S> <C> <C> <C> <C>
Capital Ventures International 586,388 1,005,236 -0- -
</TABLE>
The selling shareholder is not entitled to exercise the Series 1 Warrant to
the extent that the shares to be received by the selling shareholder upon such
exercise would cause the selling shareholder to beneficially own more than 9.99%
of the outstanding shares of the Company's common stock. Therefore, the number
of shares set forth above and which the selling shareholder may sell pursuant to
this prospectus may exceed the number of shares that the selling shareholder
would otherwise beneficially own as determined pursuant to Section 13(d) of the
Securities Exchange Act, as amended.
The following table sets forth certain information as of June 24, 1999,
regarding the ownership of common stock purchase warrants by the selling
shareholder and as adjusted to give effect to the sale of the warrants offered
hereby.
<TABLE>
<CAPTION>
Ownership After
Offering if All Warrants
Warrants Warrants Offered Hereby Are Sold
Owned Prior Being
Selling Shareholder to Offering Offered Warrants Percent
- ------------------------------ ------------ ------------ -------- -------
<S> <C> <C> <C> <C>
Capital Ventures International 564,343 564,343 -0- -
</TABLE>
The selling shareholder and its officers and directors have not held any
positions or office or had any other material relationship with the Company or
any of its affiliates within the past three years.
In recognition of the fact that the selling shareholder may wish to be
legally permitted to sell its shares and warrants when it deems appropriate, the
Company agreed with the selling shareholder to file with the SEC, under the
Securities Act, a registration statement on Form S-3, of which this prospectus
forms a part, with respect to the resale of the shares and warrants, and has
agreed to prepare and file such amendments and supplements to the registration
statement as may be necessary to keep the registration statement effective until
the shares and warrants are no longer required to be registered for the sale
thereof by the selling shareholder.
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PLAN OF DISTRIBUTION
The shares of common stock and common stock purchase warrants are being
offered on behalf of the selling shareholder, and the Company will not receive
any proceeds from the Offering. The shares of common stock and common stock
purchase warrants may be sold or distributed from time to time by the selling
shareholder, or by pledgees, donees or transferees of, or other successors in
interest to, the selling shareholder, directly to one or more purchasers
(including pledgees) or through brokers, dealers or underwriters who may act
solely as agent or may acquire such shares or warrants as principals, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices, or at fixed prices, which may be subject to
change. The sale of the shares of common stock and common stock purchase
warrants may be effected through one or more of the following methods: (i)
ordinary brokers' transactions, which may include long or short sales; (ii)
transactions involving cross or block trades or otherwise on the Nasdaq National
Market; (iii) purchases by brokers, dealers or underwriters as principal and
resale by such purchasers for their own accounts pursuant to this prospectus;
(iv) "at the market" to or through market makers or into established trading
markets, including direct sales to purchasers or sales effected through agents;
and (v) any combination of the foregoing, or by any other legally available
means. In addition, the selling shareholder or its successor-in-interest may
enter into hedging transactions with broker-dealers who may engage in short
sales of shares of common stock in the course of hedging the position they
assume with the selling shareholder. The selling shareholder or its
successor-in-interest also may enter into option or other transactions with
broker-dealers that require the delivery by such broker-dealers of the shares of
common stock or common stock purchase warrants, which shares or warrants may be
resold thereafter pursuant to this prospectus. We cannot be certain that all or
any of the shares of common stock will be issued to, or all or any of the shares
of common stock or common stock purchase warrants will be sold by, the selling
shareholder.
Brokers, dealers, underwriters or agents participating in the sale of the
shares of common stock or common stock purchase warrants as agents may receive
compensation in the form of commissions, discounts or concessions from the
selling shareholder and/or purchasers of the common stock or warrants for whom
such broker-dealers may act as agent, or to whom they may sell as principal, or
both (which compensation to a particular broker-dealer may be less than or in
excess of customary commissions). The selling shareholder and any broker-dealers
or other persons who act in connection with the sale of the common stock or
warrants hereunder may be deemed to be "Underwriters" within the meaning of the
Securities Act, and any commission they receive and proceeds of any sale of such
shares or warrants may be deemed to be underwriting discounts and commissions
under the Securities Act. Neither the Company nor the selling shareholder can
presently estimate the amount of such compensation. The Company knows of no
existing arrangements between the selling shareholder and any other
shareholders, broker, dealer, underwriter or agent relating to the sale or
distribution of the shares of common stock or common stock purchase warrants.
The selling shareholder and any other persons participating in the sale
or distribution of the common stock or warrants will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, which
provisions may limit the timing of purchases and sales of any of the common
stock or warrants by the selling shareholder or any other such persons. The
foregoing may affect the marketability of the common stock.
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The Company will pay substantially all of the expenses incidental to the
registration, offering and sale of the common stock and warrants to the public
other than commissions or discounts of underwriters, broker-dealers or agents.
The Company and the selling shareholder each has agreed to indemnify the other
against certain liabilities, including liabilities under the Securities Act.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K of Microvision, Inc., for the year ended December
31, 1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
LIMITATION OF LIABILITY AND INDEMNIFICATION
The Company's Amended and Restated Articles of Incorporation provide that,
to the fullest extent permitted by the Washington Business Corporation Act, the
Company's directors will not be liable for monetary damages to the Company or
its shareholders, excluding, however, liability for acts or omissions involving
intentional misconduct or knowing violations of law, illegal distributions or
transactions from which the director receives benefits to which the director is
not legally entitled. The Company's Amended and Restated Bylaws authorize the
Company to indemnify its directors, officers, employees and agents to the
fullest extent permitted by applicable law, except for any legal proceeding that
is initiated by such directors, officers, employees or agents without
authorization of the Board of Directors.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" certain of our
publicly-filed documents into this prospectus, which means that information
included in those documents is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
the selling shareholders have sold all the shares.
The following documents filed with the SEC are incorporated by reference in
this prospectus:
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(1) Annual Report on Form 10-K for the year ended December 31, 1998;
(2) Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
(3) Current Report on Form 8-K for the event of January 14, 1999, as
filed with the SEC on January 28, 1999;
(4) Proxy Statement for the 1999 Annual Meeting of Shareholders, as
filed with the SEC on April 30, 1999; and
(5) The description of our common stock set forth in Amendment No. 1
to our Registration Statement on Form SB-2 (Registration No.
33-5276-LA), including any amendment or report filed for the
purpose of updating such description, as incorporated by
reference in our Registration Statement on Form 8-A (Registration
No. 0-21221).
We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents. You should direct any requests for documents to Investor
Relations, Microvision, Inc., 19910 North Creek Parkway, Bothell, WA 98011-3008,
telephone (425) 415-6847.
The information relating to the Company contained in this prospectus is not
comprehensive and should be read together with the information contained in the
incorporated documents.
AVAILABLE INFORMATION
This prospectus is part of a Registration Statement on Form S- 3 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with SEC rules.
We file annual, quarterly and special reports and other information with
the SEC. You may read and copy the Registration statement and any other document
that we file at the SEC's public reference rooms located at Room 1024, Judiciary
Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; 7 World Trade Center,
Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov.
Statements contained in this prospectus as to the contents of any contract
or other document referred to are not necessarily complete and in each instance
you should refer to the copy of such contract or other document filed as an
exhibit to the Registration statement.
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